271B.10-060 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 that shareholder action was not
required; and
(6) If an amendment was approved by the shareholders:
(a) The designation, number of outstanding shares, number of votes entitled to be
cast by each voting group entitled to vote separately on the amendment, and
number of votes of each voting group indisputably represented at the meeting;
and
(b) Either the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number
of undisputed votes cast for the amendment by each voting group and a
statement that the number cast for the amendment by each voting group was
sufficient for approval by that voting group.
(7) If the amendment includes language converting the corporation into a nonprofit,
nonstock corporation under KRS 273.161 to 273.387, the conversion shall be
effective upon the filing of the amendment with the Secretary of State, and, upon
filing, the Secretary of State shall immediately forward a copy of the amendment to
the commissioner of revenue.
Effective: June 20, 2005
History: Amended 2005 Ky. Acts ch. 182, sec. 9, effective June 20, 2005. -- Created
1988 Ky. Acts ch. 23, sec. 108, effective January 1, 1989.
Legislative Research Commission Note (6/20/2005). 2005 Ky. Acts chs. 11, 85, 95, 97,
98, 99, 123, and 181 instruct the Reviser of Statutes to correct statutory references to
agencies and officers whose names have been changed in 2005 legislation confirming
the reorganization of the executive branch. Such a correction has been made in this
section.
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