(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to:
(a) Delete the statement of the names and addresses of the incorporators or of the initial directors;
(b) Delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state;
(b.3) Delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;
(b.5) Delete the statement of the names and addresses of any or all of the individuals named in the articles of incorporation, pursuant to section 7-90-301 (6), as being individuals who caused the articles of incorporation to be delivered for filing;
(c) Repealed.
(d) Change the domestic entity name of the corporation by substituting the word corporation, incorporated, company, or limited, or an abbreviation of any thereof for a similar word or abbreviation in the domestic entity name, or by adding, deleting, or changing a geographical attribution; or
(e) Make any other change expressly permitted by articles 101 to 117 of this title to be made without shareholder action.
(2) The board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to change the domestic entity name of the corporation, if necessary, in connection with the reinstatement of a corporation pursuant to part 10 of article 90 of this title.
Source: L. 93: Entire article added, p. 795, � 1, effective July 1, 1994. L. 96: (1)(c) repealed, p. 1320, � 26, effective June 1. L. 2000: (1)(d) and (2) amended, p. 978, � 60, effective July 1. L. 2003: (1)(a), (1)(b), (1)(d), and (2) amended and (1)(b.5) added, p. 2321, � 248, effective July 1, 2004. L. 2004: (1)(b) and (1)(d) amended and (1)(b.3) added, p. 1502, � 270, effective July 1.
7-110-103. Amendment of articles of incorporation by board of directors and shareholders. (1) The board of directors or the holders of shares representing at least ten percent of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the shareholders.
(2) For an amendment to the articles of incorporation to be adopted pursuant to subsection (1) of this section:
(a) The board of directors shall recommend the amendment to the shareholders unless the amendment is proposed by shareholders or unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.
(3) The proposing board of directors or the proposing shareholders may condition the effectiveness of the amendment on any basis.
(4) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the amendment of the shareholders' meeting at which the amendment will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment, and the notice shall contain or be accompanied by a copy or a summary of the amendment.
(5) Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (7)), the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors or the proposing shareholders acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections 7-107-206 and 7-107-207 by the voting groups entitled to vote on the amendment.
Source: L. 93: Entire article added, p. 795, � 1, effective July 1, 1994. L. 96: (5) amended, p. 1320, � 27, effective June 1.
7-110-104. Voting on amendments of articles of incorporation by voting groups. (1) If shareholder voting is otherwise required by articles 101 to 117 of this title, the holders of the shares of a class are entitled to vote as a separate voting group on an amendment if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of the class;
(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(d) Change the designation, preferences, limitations, or relative rights of all or part of the shares of the class;
(e) Change the shares of all or part of the class into a different number of shares of the same class;
(f) Create a new class of shares having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class;
(g) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(i) Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.
(2) If an amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the amendment.
(3) If an amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected shall, instead, vote together as a single voting group on the amendment.
(4) A class or series of shares is entitled to the voting rights granted by this section notwithstanding any provision in the articles of incorporation that the shares are nonvoting shares.
Source: L. 93: Entire article added, p. 796, � 1, effective July 1, 1994.
7-110-105. Amendment of articles of incorporation before issuance of shares. If a corporation has not yet issued shares, its board of directors or, if no directors have been elected, its incorporators may adopt one or more amendments to the articles of incorporation.
Source: L. 93: Entire article added, p. 797, � 1, effective July 1, 1994.