Form Bca 10.30r - Articles Of Amendment Restated Articles Of Incorporation Page 4
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4NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE
any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any
directors have been named or elected.
(§ 10.10)
NOTE 3: Directors may, without shareholder approval, vote only to restate the articles of incorporation as amended.
(§ 10.15(g))
NOTE 4: All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' 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 shares 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 shares entitled to vote and not less than a majority within
each class when class voting applies.
(§ 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at
least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the
consent must be promptly notified of the passage of the amendment.
(§§ 7.10 & 10.20)
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; and
(iii)
the number of shares of each class issued on the date of filing the restated articles and the amount of paid-
in capital as of such date.
If the registered agent and/or registered office have changed, it will be necessary to accompany this document with
form BCA 5.10.
If the number of issued shares and/or paid-in capital have changed, it will be necessary to accompany this document
with form BCA 14.30.
NOTE 7: If the paid-in capital is increased due to the provisions of the restatement, the corporation must pay all applicable
franchise taxes, penalties and interest before this document can be accepted for filing.
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