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273.263 Procedure to amend articles of incorporation.
Amendments to the articles of incorporation shall be made in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed amendment and directing that it be
submitted to a vote at a meeting of members entitled to vote thereon, which
may be either an annual or a special meeting. Written notice setting forth the
proposed amendment or a summary of the changes to be effected thereby
shall be given to each member entitled to vote at such meeting within the time
and in the manner provided in KRS 273.161 to 273.390 for the giving of notice
of meetings of members. The proposed amendment shall be adopted upon
receiving at least two thirds (2/3) of the votes which members present at such
meeting or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote thereon, an
amendment shall be adopted at a meeting of the board of directors upon
receiving the vote of a majority of the directors in office.
(3) Any number of amendments may be submitted and voted upon at any one (1)
meeting.
(4) Proposed amendments may be incorporated into restated articles of
incorporation which contain a statement that except for the designated
amendment the restated articles of incorporation currently set forth, without
change, the corresponding provisions of the articles of incorporation as
theretofore amended, and that the restated articles of incorporation together
with the designated amendment supersede the original articles of incorporation
and all amendments thereto.
Effective:July 15, 1980
History: Amended 1980 Ky. Acts ch. 294, sec. 7, effective July 15, 1980. -Created 1968 Ky. Acts ch. 165, sec. 33.
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