(1) The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time.
The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 7-110-103.
If the board of directors submits a restatement for shareholder action, the corporationshall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the restatement of the shareholders' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.
A corporation restating its articles of incorporation shall deliver to the secretary ofstate, for filing pursuant to part 3 of article 90 of this title, articles of restatement stating:
(a) The domestic entity name of the corporation; (b) The text of the restated articles of incorporation; (c) Repealed.
(d) If the restatement was adopted by the board of directors or incorporators without shareholder action, a statement to that effect and that shareholder action was not required.
(5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.
Source: L. 93: Entire article added, p. 798, § 1, effective July 1, 1994. L. 2002: IP(4) and (5) amended, p. 1848, § 116, effective July 1; IP(4) and (5) amended, p. 1713, § 116, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2322, § 250, effective July 1, 2004. L. 2004: (4)(c) repealed, p. 1503, § 272, effective July 1.