(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Section 33-18-210, the amendment must comply either with Section 33-8-101 or delete the statement dispensing with the board of directors from its articles of incorporation.
(b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are entitled otherwise to vote on amendments.
(c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under Chapter 13 of this title.
HISTORY: 1988 Act No. 444, Section 2.