2014 Kentucky Revised Statutes CHAPTER 271B - BUSINESS CORPORATIONS Subtitle 10 - Amendment of Articles of Incorporation and Bylaws 10.10-030 Amendment by board of directors and shareholders.
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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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