2011 Kentucky Revised Statutes Subtitle 10 Amendment of Articles of Incorporation and Bylaws 271B.10.030 Amendment by board of directors and shareholders.
KY Rev Stat § 271B.10.030 (1996 through Reg Sess) What's This?
271B.10-030 Amendment by board of directors and shareholders.
(1)
(2)
(3)
(4)
(5)
A corporation's board of directors may propose one (1) or more amendments to the
articles of incorporation for submission to the shareholders.
For the amendment to be adopted:
(a) The board of directors shall recommend the amendment to the shareholders
unless the board of directors determines that because of conflict of interest or
other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the
amendment; and
(b) The shareholders entitled to vote on the amendment shall approve the
amendment as provided in subsection (5) of this section.
The board of directors may condition its submission of the proposed amendment on
any basis.
The corporation shall notify each shareholder, whether or not entitled to vote, of the
proposed shareholder's meeting in accordance with KRS 271B.7-050. The notice of
meeting shall also state that the purpose, or one (1) of the purposes, of the meeting
is to consider the proposed amendment and contain or be accompanied by a copy or
summary of the amendment.
Unless this chapter, the articles of incorporation, or the board of directors (acting
pursuant to subsection (3) of this section) requires a greater vote or a vote by voting
groups, the amendment to be adopted shall be approved by:
(a) A majority of the votes entitled to be cast on the amendment by any voting
group with respect to which the amendment would create dissenters' rights;
and
(b) The votes required by KRS 271B.7-250 and 271B.7-260 by every other voting
group entitled to vote on the amendment.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 105, effective January 1, 1989.
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