Amendment by board of directors

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) To delete the names and addresses of the initial directors; 356 14-2-1002 (3) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State; (4) To delete the name and address of each incorporator; (5) To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State; (6) To change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (7) To change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding; (8) To change the corporate name; or (9) To make any other change expressly permitted by this chapter to be made without shareholder action. (Code 1981, § 14-2-1002, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 6.)