2005 North Carolina Code - General Statutes § 54-135. Amendments to articles of incorporation.

§ 54‑135.  Amendments to articles of incorporation.

(a)       An association may amend its charter from time to time in any and as many respects as may be desired, so long as its charter as amended contains only such provisions as are lawful under this Subchapter.

(b)       Amendments to the charter shall be made as follows: The board of directors shall by a vote of not less than two‑thirds of all of the members of the board, adopt a resolution approving the proposed amendment or amendments and directing that the proposed amendment or amendments be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed amendment or amendments, 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 this Subchapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting.

(c)       The articles of amendment shall set forth:

(1)       The name of the association;

(2)       The amendment or amendments so adopted;

(3)       A statement setting forth the date of the meeting of the board of directors at which the amendment or amendments were approved by the board, that a quorum was present at such meeting, and that such approval received a vote of not less than two‑thirds of all the members of the board;

(4)       A statement setting forth the date of the meeting of members  at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting;

(5)       The articles of amendment shall be executed by the association and shall be filed all as provided in G.S. 55A‑4;

(6)       A certified copy of the articles of amendment shall be filed  with the Chief of the Division of Markets. (1921, c. 87, s. 9; C.S., s. 5259(g); 1935, c. 230, s. 5; 1963, c. 1168, s. 6.)