Title 14, Chapter 3, Section 1006
( 14-3-1006)
(a) A corporation's board of directors may restate its articles of
incorporation at any time with or without approval by members or any
other person. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003, 14-3-1030, or 14-3-1041. (c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Code Section 14-3-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (d) If the board seeks to have the restatement approved by the
members by written consent or written ballot, the material
soliciting the approval shall contain or be accompanied by a copy or
summary of the restatement that identifies any amendments or other
change it would make in the articles. (e) A corporation restating its articles 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 setting forth: (1) Whether the restatement contains an amendment to the articles
requiring approval by the members or any other person other than
the board of directors and, if it does not, that the board of
directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005; and (3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041, a statement that such approval was obtained. (f) Duly adopted restated articles of incorporation supersede the
original articles of incorporation and all amendments to them. (g) 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
(e) of this Code section. |