16-6a-1006. Restated articles of
incorporation.
(1) (a) The board of directors may restate the articles of
incorporation at any time with or without member action.
(b) The incorporators of a nonprofit corporation may
restate the articles of incorporation at any time if the nonprofit corporation:
(i) has no
members; and
(ii) no
directors have been chosen.
(2) (a) The restatement may include one or more amendments
to the articles of incorporation.
(b) Notwithstanding Subsection (1), if the restatement
includes an amendment requiring member approval, it shall be adopted as
provided in Section 16-6a-1003.
(3) (a) If the board of directors submits a restatement for
member action, the nonprofit corporation shall give notice, in accordance with
Section 16-6a-704,
to each member entitled to vote on the restatement of the members' meeting at
which the restatement will be voted upon.
(b) The notice required by Subsection (3)(a) shall:
(i) state
that the purpose, or one of the purposes, of the meeting is to consider the
restatement; and
(ii)
contain or be accompanied by a copy of the restatement that identifies any
amendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of
incorporation shall deliver to the division for filing articles of restatement
setting forth:
(a) the name of the nonprofit corporation;
(b) the text of the restated articles of
incorporation;
(c) if the restatement contains an amendment to the
articles of incorporation that was adopted by the members, the information
required by Subsection 16-6a-1005(5);
and
(d) if the restatement was adopted by the board of
directors or incorporators without member action, a statement to that effect
and that member action was not required.
(5) Upon filing by the division or at any later effective
date determined pursuant to Section 16-6a-108,
restated articles of incorporation supersede the original articles of
incorporation and all prior amendments to the original articles of
incorporation.
Enacted by Chapter 300, 2000 General Session