Kentucky Statutes 271B.10-060 – Articles of amendment
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A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment’s adoption;
(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(6) If an amendment was approved by the shareholders:
(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and
(b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
(7) If the amendment includes language converting the corporation into a nonprofit, nonstock corporation under KRS § 273.161 to KRS § 273.387, the conversion shall be effective upon the filing of the amendment with the Secretary of State, and, upon filing, the Secretary of State shall immediately forward a copy of the amendment to the commissioner of revenue.
Effective: June 20, 2005
History: Amended 2005 Ky. Acts ch. 182, sec. 9, effective June 20, 2005. — Created
1988 Ky. Acts ch. 23, sec. 108, effective January 1, 1989.
Legislative Research Commission Note (6/20/2005). 2005 Ky. Acts chs. 11, 85, 95, 97,
98, 99, 123, and 181 instruct the Reviser of Statutes to correct statutory references to agencies and officers whose names have been changed in 2005 legislation confirming the reorganization of the executive branch. Such a correction has been made in this section.
(1) The name of the corporation;
Terms Used In Kentucky Statutes 271B.10-060
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- 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
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
- 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
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Voting group: means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Kentucky Statutes 271B.1-400
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment’s adoption;
(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(6) If an amendment was approved by the shareholders:
(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and
(b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
(7) If the amendment includes language converting the corporation into a nonprofit, nonstock corporation under KRS § 273.161 to KRS § 273.387, the conversion shall be effective upon the filing of the amendment with the Secretary of State, and, upon filing, the Secretary of State shall immediately forward a copy of the amendment to the commissioner of revenue.
Effective: June 20, 2005
History: Amended 2005 Ky. Acts ch. 182, sec. 9, effective June 20, 2005. — Created
1988 Ky. Acts ch. 23, sec. 108, effective January 1, 1989.
Legislative Research Commission Note (6/20/2005). 2005 Ky. Acts chs. 11, 85, 95, 97,
98, 99, 123, and 181 instruct the Reviser of Statutes to correct statutory references to agencies and officers whose names have been changed in 2005 legislation confirming the reorganization of the executive branch. Such a correction has been made in this section.