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273.273 Restated articles of incorporation.
(1)
(2)
(3)
A domestic corporation may at any time restate its articles of incorporation as
theretofore amended, in the following manner:
(a) If there are members entitled to vote thereon, the board of directors shall
adopt a resolution setting forth the proposed restated articles of
incorporation and directing that they be submitted to a vote at a meeting
of members entitled to vote thereon, which may be either an annual or a
special meeting.
(b) Written notice setting forth the proposed restated articles or a summary of
the provisions thereof shall be given to each member entitled to vote
thereon, within the time and in the manner provided in KRS 273.161 to
273.390 for the giving of notice of meetings of members. If the meeting be
an annual meeting, the proposed restated articles or a summary of the
provisions thereof may be included in the notice of such annual meeting.
(c) At such meeting a vote of the members entitled to vote thereon shall be
taken on the proposed restated articles, which shall be adopted upon
receiving the affirmative vote of a majority of the members entitled to vote
thereon present at such meeting or represented by proxy.
(d) If there are no members, or no members entitled to vote thereon, the
proposed restated articles shall be adopted at a meeting of the board of
directors upon receiving the affirmative vote of a majority of the directors
in office.
Upon such approval, restated articles of incorporation shall be delivered to the
Secretary of State for filing and shall set forth:
(a) The name of the corporation.
(b) The purpose or purposes which the corporation is authorized to pursue.
(c) Any other provisions, not inconsistent with law, which are then set forth in
the articles of incorporation as theretofore amended, except that it shall
not be necessary to set forth in the restated articles of incorporation the
registered office of the corporation, its registered agent, its directors or its
incorporators.
The restated articles of incorporation shall state that they correctly set forth the
provisions of the articles of incorporation as theretofore amended, that they
have been duly adopted as required by law and that they supersede the
original articles of incorporation and all amendments thereto.
Effective:January 1, 1989
History: Amended 1988 Ky. Acts ch. 23, sec. 203, effective January 1, 1989. -Amended 1978 Ky. Acts ch. 384, sec. 451, effective June 17, 1978. -- Amended
1976 Ky. Acts ch. 27, sec. 10. -- Created 1968 Ky. Acts ch. 165, sec. 36.
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