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

§54‑135.  Amendments to articles of incorporation.

(a)        An association mayamend its charter from time to time in any and as many respects as may bedesired, so long as its charter as amended contains only such provisions as arelawful under this Subchapter.

(b)        Amendments to thecharter shall be made as follows: The board of directors shall by a vote of notless than two‑thirds of all of the members of the board, adopt aresolution approving the proposed amendment or amendments and directing thatthe proposed amendment or amendments be submitted to a vote at a meeting ofmembers, which may be either an annual or a special meeting. Written or printednotice setting forth the proposed amendment or amendments, or a summary of thechanges to be effected thereby shall be given to each member entitled to voteat such meeting, within the time and in the manner provided in this Subchapterfor the giving of notice of meetings of members. The proposed amendment shallbe adopted upon receiving at least a majority of the votes entitled to be castby members present or represented by proxy at such meeting.

(c)        The articles ofamendment shall set forth:

(1)        The name of theassociation;

(2)        The amendment oramendments so adopted;

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

(4)        A statement settingforth 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 atleast a majority of the votes entitled to be cast by members present orrepresented by proxy at such meeting;

(5)        The articles ofamendment shall be executed by the association and shall be filed all asprovided in G.S. 55A‑4;

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