(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:
The board of directors shall recommend the amendment to the shareholders unlessthe 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
The shareholders entitled to vote on the amendment shall approve the amendment asprovided in subsection (5) of this section.
The proposing board of directors or the proposing shareholders may condition theeffectiveness of the amendment on any basis.
The corporation shall give notice, in accordance with section 7-107-105, to eachshareholder 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.
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.