RS 12:1-1003

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RS 12:1-1003

§1-1003. Amendment by board of directors and shareholders

A. If a corporation has issued shares, but is not a public corporation, an amendment to the articles of incorporation shall be adopted in the following manner:

(1)Except as provided in R.S. 12:1-1005, 1-1007, and 1-1008, the amendment must be approved by the shareholders.

(2)If the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment. If Paragraph (A)(3) of this Section requires the approval of one or more separate voting groups, in addition to the approval of all shareholders entitled to vote on the amendment, the notice must also identify each class or series of shares that the corporation plans to treat as part of each separate voting group.

(3)Unless the articles of incorporation require a greater vote, approval of the amendment by the shareholders requires the approval of at least a majority of the votes entitled to be cast on the amendment, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in R.S. 12:1-1004(C), the approval of at least a majority of the votes entitled to be cast on the amendment by each such separate voting group.

B. An amendment to the articles of incorporation of a public corporation shall be adopted in the following manner:

(1)The proposed amendment must be adopted by the board of directors.

(2)Except as provided in R.S. 12:1-1005, 1-1007, and 1-1008, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination.

(3)The board of directors may condition its submission of the amendment to the shareholders on any basis.

(4)If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment. If Paragraph (B)(5) of this Section requires the approval of one or more separate voting groups, in addition to the approval of all shareholders entitled to vote on the amendment, the notice must also identify each class or series of shares that the corporation plans to treat as part of each separate voting group.

(5)Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (B)(3) of this Section, requires a greater vote, approval of the amendment by the shareholders requires the approval of at least a majority of the votes entitled to be cast on the amendment, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in R.S. 12:1-1004(C), the approval of at least a majority of the votes entitled to be cast on the amendment by each such separate voting group.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.