2011 Kentucky Revised Statutes Subtitle 10 Amendment of Articles of Incorporation and Bylaws 271B.10.070 Restated articles of incorporation. (Effective January 1, 2011)
KY Rev Stat § 271B.10.070 (1996 through Reg Sess) What's This?
271B.10-070 Restated articles of incorporation. (Effective January 1, 2011)
(1)
(2)
(3)
(4)
(5)
(6)
A corporation's board of directors may restate its articles of incorporation at any
time with or without shareholder action.
The restatement may include one (1) or more amendments to the articles. If the
restatement includes an amendment requiring shareholder approval, it shall be
adopted as provided in KRS 271B.10-030.
If the board of directors submits a restatement for shareholder action, the
corporation shall notify each shareholder, whether or not entitled to vote, of the
proposed shareholders' meeting in accordance with KRS 271B.7-050. The notice
shall also state that the purpose, or one (1) of the purposes, of the meeting is to
consider the proposed restatement and contain or be accompanied by a copy of the
restatement that identifies any amendment or other change it would make in the
articles.
A corporation restating its articles of incorporation shall deliver to the secretary of
state for filing articles of restatement setting forth the name of the corporation and
the text of the restated articles of incorporation together with a certificate setting
forth:
(a) Whether the restatement contains an amendment to the articles requiring
shareholder approval and, if it does not, that the board of directors adopted the
restatement; or
(b) If the restatement contains an amendment to the articles requiring shareholder
approval, the information required by KRS 271B.10-060.
Restated articles of incorporation supersede the original articles of incorporation
and all amendments to them when the restated articles of incorporation become
effective pursuant to KRS 14A.2-070.
The secretary of state may certify restated articles of incorporation as the articles of
incorporation currently in effect, without including the certificate information
required by subsection (4) of this section.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 132, effective January 1, 2011. -Created 1988 Ky. Acts ch. 23, sec. 109, effective January 1, 1989.
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