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The procedures for amending a corporation's articles of incorporation in North Carolina, including the powers of the board of directors and shareholders. It also covers the amendment or repeal of corporate bylaws. various codifications and amendments from 1893 to 1991.
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Article 10. Amendment of Articles of Incorporation and Bylaws. Part 1. Amendment of Articles of Incorporation. § 55- 10 - 01. Authority to amend. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (1901, c. 2, ss. 29,30,37; 1903, c. 510; Rev., ss. 1175, 1178; C.S., s. 1131; 1927, c. 142, G.S., s. 55-31; 1955, c. 1371, s. 1; 1959, c. 1316, s. 29; 1989, c. 265, s. 1.)
(1) Reserved for future codification purposes. (2) To delete the names and addresses of the initial directors. (3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. (4) If the corporation has only one class of shares outstanding, to do any of the following: a. Change each issued and unissued authorized share of the class into a greater number of whole shares of the class. b. Increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend. (5) To change the corporate name. (5a) To reflect a reduction in authorized shares pursuant to G.S. 55 - 6 - 31(b) when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares. (5b) To delete a class of shares from the articles of incorporation, as a result of the operation of G.S. 55 - 6 - 31(b), when there are no remaining authorized shares of the class because the corporation has acquired all authorized shares of the class and the articles of incorporation prohibit the reissue of the acquired shares. (6) To make any other change expressly permitted by this Chapter to be made
(1) The board of directors determines that, because of conflict of interest or other special circumstances, it should not make a recommendation that the shareholders approve the amendment. (2) G.S. 55 - 8 - 26 applies.
(1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create appraisal rights. (2) The votes required by G.S. 55 - 7 - 25 and G.S. 55 - 7 - 26 by every other voting
§ 55- 10 - 04. Voting on amendments by voting groups.
§ 55- 10 - 06. Articles of amendment. A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and a brief explanation of why shareholder action was not required; (6) If an amendment was approved by the shareholders, a statement that shareholder approval was obtained as required by this Chapter. (1955, c. 1371, s. 1; 1959, c. 1316, s. 32; 1989, c. 265, s. 1; 1991, c. 645, s. 10(a).) § 55- 10 - 07. Restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. (b) The restated articles of incorporation may include one or more new amendments to the articles. If the restated articles of incorporation include a new amendment requiring shareholder approval, it must be adopted and approved as provided in G.S. 55- 10 - 03. The restated articles of incorporation may include a statement of the address of the current registered office and the name of the current registered agent of the corporation, and no other. (c) Repealed by Session Laws 2005, c. 268, s. 15. (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement which shall: (1) Set forth the name of the corporation; (2) Attach as an exhibit thereto the text of the restated articles of incorporation; (3) State that the restated articles of incorporation consolidate all amendments into a single document; and (4) If the restated articles of incorporation contain a new amendment to the articles, include the statements required by G.S. 55- 10 - 06. (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation. (f) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the other information required by subsection (d) of this section. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 1991, c. 645, ss. 11, 18; 2005-268, s. 15.) § 55- 10 - 08. Reserved for future codification purposes. § 55- 10 - 09. Effect of amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights
of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (1955, c. 1371, s. 1; 1989, c. 265, s. 1.) §§ 55- 10 - 10 through 55- 10 - 19. Reserved for future codification purposes.
§ 55- 10 - 21. Reserved for future codification purposes.
(1) If originally adopted by the shareholders, only by the shareholders, unless amendment or repeal by the board of directors is permitted pursuant to subsection (b) of this section. (2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(1) It shall not be adopted by the board of directors by a vote less than a majority of the directors then in office. (2) It shall not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by the shareholders pursuant to