35-14-1007. Restated articles of incorporation.
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35-14-1007 . Restated articles of incorporation.
(1)A corporation's board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.
(2)If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in 35-14-1003 .
(3)A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth:
(a)the name of the corporation;
(b)the text of the restated articles of incorporation;
(c)a statement that the restated articles consolidate all amendments into a single document; and
(d)if a new amendment is included in the restated articles, the statements required under 35-14-1006 with respect to the new amendment.
(4)Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.
(5)The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the statements required by subsection (3)(d).