(1) Unless articles 121 to 137 of this title, the articles of incorporation, the bylaws, or the members or the board of directors acting pursuant to subsection (5) of this section require a different vote or voting by class, the board of directors or the members 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 members.
(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 members unless theamendment is proposed by members 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 members with the amendment; and
The members 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 members may condition the effectiveness of the amendment on any basis.
The nonprofit corporation shall give notice, in accordance with section 7-127-104, toeach member entitled to vote on the amendment of the members' 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 or shall state the general nature of the amendment.
Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adoptedby the members, or the proposing board of directors or the proposing members acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the amendment.
If the board of directors or the members seek to have the amendment approved by themembers by written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Source: L. 97: Entire article added, p. 708, § 3, effective July 1, 1998. L. 98: (1) and (4) amended, p. 625, § 34, effective July 1.