Form Nfp 110.30r - Articles Of Amendment Restated Articles Of Incorporation Page 2
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24. The undersigned corporation has caused these articles to be signed by a duly authorized officer, who affirms, under
penalties of perjury, that the facts stated herein are true. (All signatures must be in Black Ink.)
Dated: ________________________________________ ______________________________________________
Month Day,
Year
(Exact Name of Corporation)
______________________________________________
(Any Authorized Officer’s Signature)
______________________________________________
(Print Name and title)
5. If there are no duly authorized officers, then the persons designated under Section 101.10(b)(2) must sign below and
print name and title.
The undersigned affirms, under penalties of perjury, that the facts stated herein are true.
Dated: _________________________________
Month Day,
Year
Signature
Print Name and Title
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
NOTES
Note 1:
State the true and exact corporate name as it appears on the records of the Secretary of State, BEFORE any
amendment herein reported.
Note 2:
Directors may adopt amendments without member approval only when the corporation has no members, or
no members entitled to vote pursuant to §110.15
Note 3:
Director approval may be (1) by vote at a director's meeting (either annual or special) or (2) by consent, in
writing, without a meeting.
Note 4:
All amendments not adopted under Sec. 110.15 require (1) that the board of directors adopt a resolution
setting forth the proposed amendment and (2) that the members approve the amendment.
Member approval may be (1) by vote at a members meeting (either annual or special) or (2) by consent, in
writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of
the outstanding members entitled to vote on the amendment, (but if class voting applies, then also at least a
2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote
requirement not less than a majority of the outstanding votes of such members entitled to vote and not less
than a majority within each when class voting applies. (Sec. 110.20)
Note 5:
When member approval is by written consent, all members must be given notice of the proposed amendment
at least 5 days before the consent is signed. If the amendment is adopted, members who have not signed the
consent must be promptly notified of the passage of the amendment. (Sec. 107.10 & 110.20)
Note 6:
The text of the restated articles of incorporation must set forth the following:
(i) The date of incorporation, the name under which the corporation was incorporated, subsequent names, if
any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date
of any such amendments;
(ii) the address of the registered office and the name of the registered agent on the date of filing the restated
articles of incorporation.
If the registered agent and/or registered office have changed, it will be necessary to accompany this document
with form NFP 105.10.
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