Kentucky Statutes 271B.10-010 – Authority to amend — Conversion to nonstock, nonprofit corporation
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(1) A 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 shall be determined as of the effective date of the amendment.
(2) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(3) A corporation existing under this chapter or its predecessors may amend its articles of incorporation to convert into a nonstock, nonprofit corporation under KRS
273.161 to 273.387, but a corporation existing under KRS § 273.161 to KRS § 273.387 may not convert to a corporation existing under this chapter.
Effective: June 20, 2005
History: Amended 2005 Ky. Acts ch. 182, sec. 8, effective June 20, 2005. — Created
1988 Ky. Acts ch. 23, sec. 103, effective January 1, 1989.
(2) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Terms Used In Kentucky Statutes 271B.10-010
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400
(3) A corporation existing under this chapter or its predecessors may amend its articles of incorporation to convert into a nonstock, nonprofit corporation under KRS
273.161 to 273.387, but a corporation existing under KRS § 273.161 to KRS § 273.387 may not convert to a corporation existing under this chapter.
Effective: June 20, 2005
History: Amended 2005 Ky. Acts ch. 182, sec. 8, effective June 20, 2005. — Created
1988 Ky. Acts ch. 23, sec. 103, effective January 1, 1989.