Amendment by Board of Directors

18 GCA § 281005, under Guam Business Corporation Act.

18 GCA § 281005

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt the following amendments to the corporations articles of incorporation without shareholder approval: (a) to delete the names and addresses of the initial directors; (b) if the corporation has only one class of shares outstanding: (1) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or (2) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; (c) to change the corporate name by substituting the word corporation, incorporated, company, limited, or the abbreviation 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; (d) to reflect a reduction in authorized shares, as a result of the operation of § 28615 (b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares; (e) to delete a class of shares from the articles of incorporation, as a result of the operation of § 28615 (b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

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(f) to make any change expressly permitted by § 28602 (d) to be made without shareholder approval.