Section 10A-2-10.07

Restated articles of incorporation.

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the judge of probate for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement;

(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 10A-2-10.06.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The judge of probate may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.07; amended and renumbered by Act 2009-513, p. 967, §129.)