§ 55A-10-06. Restated articles of incorporation. - North Carolina Statutes

§55A‑10‑06.  Restated articles of incorporation.

(a)        A corporation'sboard of directors may restate its articles of incorporation at any time withor without approval by members or any other person.

(b)        The restatedarticles of incorporation may include one or more amendments to the articles ofincorporation.  If the restated articles of incorporation include an amendmentrequiring approval by the members or any other person, it shall be adopted asprovided in G.S. 55A‑10‑03.

(c)        If the board ofdirectors submits restated articles of incorporation for member action, thecorporation shall notify in writing each member entitled to vote on theproposed amendment of the membership meeting in accordance with G.S. 55A‑7‑05. The notice shall (i) state that the purpose, or one of the purposes, of themeeting is to consider the proposed restated articles of incorporation, (ii)contain or be accompanied by a copy of the proposed restated articles ofincorporation, and (iii) identify any amendment or other change they would makein the articles of incorporation.

(d)        If the restatedarticles of incorporation include an amendment requiring approval pursuant toG.S. 55A‑10‑30, the board of directors shall submit the restatedarticles of incorporation for such approval.

(e)        A corporationrestating its articles of incorporation shall deliver to the Secretary of Statefor filing articles of restatement which shall:

(1)        Set forth the nameof the corporation;

(2)        Attach as an exhibitthereto the text of the restated articles of incorporation;

(3)        State whether therestated articles of incorporation contain an amendment to the articles ofincorporation requiring member approval and, if they do not, that the board ofdirectors adopted the restated articles of incorporation;

(4)        If the restatedarticles of incorporation contain an amendment to the articles of incorporationrequiring member approval, state that member approval was obtained as requiredby this Chapter; and

(5)        If the restatedarticles of incorporation contain an amendment to the articles of incorporationrequiring approval by a person whose approval is required pursuant to G.S. 55A‑10‑30,state that such approval was obtained.

(f)         Duly adoptedrestated articles of incorporation supersede the original articles of incorporationand all amendments to them.

(g)        The Secretary ofState may certify restated articles of incorporation, as the articles ofincorporation currently in effect, without including the other informationrequired by subsection (e) of this section. (1965, c. 762; 1993, c. 398,s. 1.)