§ 55-10-02. Amendment by board of directors. - North Carolina Statutes

§ 55‑10‑02. Amendment by board of directors.

Unless the articles ofincorporation provide otherwise, a corporation's board of directors may adoptany of the following amendments to the corporation's articles of incorporationwithout shareholder approval:

(1)        Reserved for futurecodification purposes.

(2)        To delete the namesand addresses of the initial directors.

(3)        To delete the nameand address of the initial registered agent or registered office, if astatement of change is on file with the Secretary of State.

(4)        If the corporationhas only one class of shares outstanding:

a.         To change eachissued and unissued authorized share of the class into a greater number ofwhole shares of the class; or

b.         To increase thenumber of authorized shares of the class to the extent necessary to permit theissuance of shares as a share dividend.

(5)        To change thecorporate name by substituting the word "corporation","incorporated", "company", "limited", or theabbreviation "corp.", "inc.", "co.", or"ltd.", for a similar word or abbreviation in the name, or by adding,deleting, or changing a geographical attribution for the name.

(5a)      To reflect areduction in authorized shares pursuant to G.S. 55‑6‑31(b) when thecorporation has acquired its own shares and the articles of incorporationprohibit the reissue of the acquired shares.

(5b)      To delete a class ofshares from the articles of incorporation, as a result of the operation of G.S.55‑6‑31(b), when there are no remaining authorized shares of theclass because the corporation has acquired all authorized shares of the classand the articles of incorporation prohibit the reissue of the acquired shares.

(6)        To make any otherchange expressly permitted by this Chapter to be made without shareholderapproval. (1893,c. 380; 1899, c. 618; 1901, c. 2, ss. 28, 29, 30, 37; 1903, c. 510; Rev., ss.1174, 1175, 1178; C.S., ss. 1130, 1131; 1925, c. 118, ss. 1, 2a; 1927, c. 142;1931, c. 243, ss. 4, 5; 1933, c. 100, ss. 7, 8; 1941, c. 97, s. 5; G.S., ss. 55‑30,55‑31; 1953, c. 54; c. 119, ss. 1, 2; 1955, c. 1371, s. 1; 1959, c. 1316,s. 25; 1973, c. 469, s. 30; 1989, c. 265, s. 1; 2005‑268, s. 13.)