16-6a-1003. Amendment of articles
of incorporation by board of directors and members.
(1) The board of directors or the members representing at
least 10% of all of the votes entitled to be cast on the amendment may propose
an amendment to the articles of incorporation for submission to the members
unless a different vote or voting class is required by:
(a) this chapter;
(b) the articles of incorporation;
(c) the bylaws; or
(d) the members or the board of directors acting
pursuant to Subsection (5).
(2) For an amendment to the articles of incorporation to be
adopted pursuant to Subsection (1):
(a) the board of directors shall recommend the
amendment to the members unless:
(i) the
amendment is proposed by members; or
(ii) the
board of directors:
(A)
determines that because of conflict of interest or other special circumstances
it should make no recommendation; and
(B)
communicates the basis for its determination to the members with the amendment;
and
(b) the members entitled to vote on the amendment
shall approve the amendment as provided in Subsection (5).
(3) The proposing board of directors or the proposing
members may condition the effectiveness of the amendment on any basis.
(4) (a) The nonprofit corporation shall give notice, in
accordance with Section 16-6a-704,
to each member entitled to vote on the amendment of the members' meeting at
which the amendment will be voted upon.
(b) The notice required by Subsection (4)(a) shall:
(i) state
that the purpose, or one of the purposes, of the meeting is to consider the
amendment; and
(ii) (A)
contain or be accompanied by a copy or a summary of the amendment; or
(B) shall state the general nature of the amendment.
(5) The amendment shall be approved by the votes required by
Sections 16-6a-714 and 16-6a-715 by
every voting group entitled to vote on the amendment unless a greater vote is
required by:
(a) this chapter;
(b) the articles of incorporation;
(c) bylaws adopted by the members; or
(d) the proposing board of directors or the proposing
members acting pursuant to Subsection (3).
(6) If the board of directors or the members seek to have
the amendment approved by the members by written consent, the material
soliciting the approval shall contain or be accompanied by a copy or summary of
the amendment.
Enacted by Chapter 300, 2000 General Session