47-22-19. Articles of amendment--Contents of articles.

199 words·~1 min read·/sd/title-47/chapter-47-22/47-22-19

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

An original and an exact or conforming copy of the articles of amendment shall be executed by the chairman of the board of directors, by the corporation's president, or by another of its officers or, if the corporation has not been formed, by an incorporator, and shall set forth:

(1)The name of the corporation;

(2)The amendment so adopted;

(3)If there are members entitled to vote thereon:

(a)A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(b)A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(4)If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.