PART 10.  AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SUBPART A.  AMENDMENT OF ARTICLES OF INCORPORATION

§1-1001.  Authority to amend

A.  A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.

B.  A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

C.  An amendment that extends the duration of a corporation may be adopted even after that duration expires unless one of the following conditions exist:

(1)  Articles of termination or a certificate of termination has been filed and the existence of the corporation has not been reinstated.

(2)  Articles of dissolution have been delivered to the secretary of state and have not been revoked.

(3)  A judgment ordering dissolution has become final.

D.  If the duration of a corporation has expired and the adoption of an amendment extending that duration is permissible under Subsection C of this Section, then the following shall apply:

(1)  The amendment may be adopted in the same manner as if the corporation's duration had not expired.

(2)  The amendment has the same effect as if it had been adopted before the duration expired.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.