§1007. Restated articles of incorporation








1. Consolidation into single document. 
A corporation's board of directors may restate its articles of incorporation at
any time, with or without shareholder approval, to consolidate all amendments into
a single document. The restatement may omit statements as to the incorporator or
incorporators and the initial directors.


[
2003, c. 344, Pt. B, §96 (AMD)
.]








2. Inclusion of amendments requiring shareholder approval. 
If the restated articles of incorporation include one or more new amendments that
require shareholder approval, the amendments must be adopted and approved as provided
in section 1003.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








3. Filing restated articles. 
A corporation that restates its articles of incorporation shall deliver to the Secretary
of State for filing articles of restatement setting forth the name of the corporation
and the text of the restated articles of incorporation together with a certificate
that states that the restated articles of incorporation consolidate all amendments
into a single document. If a new amendment is included in the restated articles of
incorporation, the certificate must also include the statements required under section
1006.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








4. Original articles superseded. 
Duly adopted restated articles of incorporation supersede the original articles
of incorporation and all earlier amendments to the articles of incorporation.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








5. Certification of restated articles. 
The Secretary of State may certify restated articles of incorporation as the articles
of incorporation currently in effect without including the certificate information
required by subsection 3.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]





SECTION HISTORY

2001, c. 640, §A2 (NEW).
2001, c. 640, §B7 (AFF).
2003, c. 344, §B96 (AMD).