US Laws, Codes, Statutes & Cases

53-8-37. Articles of amendment.

The articles of amendment shall be executed by the corporation by two authorized officers of the corporation and shall set forth:   

A.     the name of the corporation;   

B.     the amendment so adopted;   

C.     if there are members entitled to vote thereon:   

(1)     a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting and that the amendment received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or   

(2)     a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and   

D.     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 the amendment received the vote of a majority of the directors in office.