16-6a-1006. Restated articles of incorporation

(1) (a) The board of directors may restate the articles of incorporation at any time with or without member action.
      (b) The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corporation:
            (i) has no members; and
            (ii) no directors have been chosen.

(2) (a) The restatement may include one or more amendments to the articles of incorporation.
      (b) Notwithstanding Subsection (1), if the restatement includes an amendment requiring member approval, it shall be adopted as provided in Section 16-6a-1003.

(3) (a) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon.
      (b) The notice required by Subsection (3)(a) shall:
            (i) state that the purpose, or one of the purposes, of the meeting is to consider the restatement; and
            (ii) 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.

(4) A nonprofit corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth:
      (a) the name of the nonprofit corporation;
      (b) the text of the restated articles of incorporation;
      (c) if the restatement contains an amendment to the articles of incorporation that was adopted by the members, the information required by Subsection 16-6a-1005(5); 
      (d) if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; and
      (e) the restatement does not need to contain the name or address of the incorporator or incorporators that were included in the articles of incorporation when originally filed.

(5) Upon filing by the division or at any later effective date determined pursuant to Section 16-6a-108, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation. 

Enacted 2000, ch. 300. Amended 2015, ch. 240, eff. May 12, 2015.

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