7-130-101. Authority to amend articles of incorporation. (1) A nonprofit corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (2) A member does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, purpose, or duration of the nonprofit corporation. 7-130-102. Amendment of articles of incorporation by board of directors or incorporators. (1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to: (a) Delete the names and addresses of the initial directors; (b) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (c) Extend the duration of the nonprofit corporation if it was incorporated at a time when limited duration was required by law; (d) Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or an abbreviation of any such word for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution; or (e) Make any other change expressly permitted by articles 121 to 137 of this title to be made without member action. (2) The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to section 7-134-203.
(3) If a nonprofit corporation has no members or no members entitled to
vote on amendments or no members yet admitted to membership, its incorporators,
until directors have been chosen, and thereafter its board of directors, may
adopt one or more amendments to the nonprofit corporation's articles of
incorporation subject to any approval required pursuant to section 7-130-301. 7-130-103. Amendment of articles of incorporation by board of directors and members. (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 or the bylaws for submission to the members.
(2) For an amendment to the articles of incorporation to be adopted
pursuant to subsection (1) of this section: (3) The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.
(4) The nonprofit corporation shall give notice, in accordance with
section 7-127-104, to each member entitled to vote on the amendment of the
members' meeting at which the amendment will be voted upon. (5) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by 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. (6) If the board of directors or the members seek to have the amendment approved by the members by written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. 7-130-104. Voting on amendments of articles of incorporation by voting groups. (1) Unless otherwise provided by articles 121 to 137 of this title or the articles of incorporation, if membership voting is otherwise required by articles 121 to 137 of this title, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would: (a) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class; (b) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class; (c) Increase or decrease the number of memberships authorized for that class; (d) Increase the number of memberships authorized for another class; (e) Effect an exchange, reclassification, or termination of the memberships of that class; or (f) Authorize a new class of memberships. (2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment. 7-130-105. Articles of amendment to articles of incorporation. (1) A nonprofit corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth: (a) The name of the nonprofit corporation; (b) The text of each amendment adopted; (c) The date of each amendment's adoption; (d) If the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; (e) If the amendment was adopted by the members, a statement that the number of votes cast for the amendment by each voting group entitled to vote separately on the amendment was sufficient for approval by that voting group; and (f) If approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to section 7-130-301, a statement that the approval was obtained. 7-130-106. Restated articles of incorporation. (1) The board of directors may restate the articles of incorporation at any time with or without member action. If the nonprofit corporation has no members and no directors have been elected, its incorporators may restate the articles of incorporation at any time.
(2) The restatement may include one or more amendments to the articles of
incorporation.
(3) If the board of directors submits a restatement for member action,
the nonprofit corporation shall give notice, in accordance with section
7-127-104, to each member entitled to vote on the restatement of the members'
meeting at which the restatement will be voted upon.
(4) A nonprofit corporation restating its articles of incorporation shall
deliver to the secretary of state for filing articles of restatement setting
forth: (5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-121-204, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them. 7-130-107. Amendment of articles of incorporation pursuant to reorganization. (1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by section 7-122-102.
(2) For an amendment to the articles of incorporation to be made pursuant
to subsection (1) of this section, an individual or individuals designated by
the court shall deliver to the secretary of state for filing articles of
amendment setting forth: (3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. 7-130-108. Effect of amendment of articles of incorporation. An
amendment to the articles of incorporation does not affect any existing right
of persons other than members, any cause of action existing against or in favor
of the nonprofit corporation, or any proceeding to which the nonprofit
corporation is a party. |
7-130-201. Amendment of bylaws by board of directors or members. (1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: (a) Articles 121 to 137 of this title or the articles of incorporation reserve such power exclusively to the members in whole or part; or (b) A particular bylaw expressly prohibits the board of directors from doing so; or (c) It would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
(2) The members may amend the bylaws even though the bylaws may also be
amended by the board of directors. 7-130-202. Bylaw changing quorum or voting requirement for members. (1) If authorized by the articles of incorporation, the members may amend the bylaws to fix a greater quorum or voting requirement for members, or voting groups of members, than is required by articles 121 to 137 of this title. An amendment to the bylaws to add, change, or delete a greater quorum or voting requirement for members shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater. (2) A bylaw that fixes a greater quorum or voting requirement for members under subsection (1) of this section shall not be amended by the board of directors. 7-130-203. Bylaw changing quorum or voting requirement for directors. (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended: (a) If adopted by the members, only by the members; or (b) If adopted by the board of directors, either by the members or by the board of directors. (2) A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended only by a specified vote of either the members or the board of directors. (3) Action by the board of directors under paragraph (b) of subsection (1) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. |
7-130-301. Approval by third persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. Such a provision may only be amended with the approval in writing of such person or persons. 7-130-302. Amendment terminating members or redeeming or canceling memberships. (1) Any amendment to the articles of incorporation or bylaws of a nonprofit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of articles 121 to 137 of this title and this section. (2) Before adopting a resolution proposing an amendment as described in subsection (1) of this section, the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members. |
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