Arizona Laws 6-460. Procedure to amend articles of incorporation
The procedure to effect an amendment of articles of incorporation shall be as follows:
Terms Used In Arizona Laws 6-460
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- 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.
- Association: means every association to which this chapter applies as defined in the section concerning scope of chapter. See Arizona Laws 6-401
- 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.
- Deputy director: means the deputy director of the financial institutions division of the department. See Arizona Laws 6-101
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
1. The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members, which may be an annual or a special meeting.
2. The proposed amendment, or a summary of the changes to be effected thereby, shall be set forth in the notice of meeting as prescribed in section 6-415.
3. The proposed amendment will be adopted on receiving, in the affirmative, a majority or more of the total number of votes that all members of the association are entitled to cast, except that an amendment effecting a retirement of all shares of guaranty capital must receive the vote specified in section 6-428. A report of proceedings, verified by the president or a vice president and attested by the secretary and setting forth the notice given, the amendment adopted, the vote thereon, and the total number of votes that all members of the association were entitled to cast thereon, shall be filed promptly with the deputy director.
4. Each adopted amendment shall be subject to the same inquiry by the deputy director as the corresponding provision in the original articles of incorporation, including the availability of a proposed new name of the association. If the deputy director approves an amendment, the deputy director shall issue to the association a certificate setting forth the amendment and the deputy director’s approval thereof, which shall then be filed with the corporation commission and a certified copy thereof recorded in the office of the county recorder of the county where the principal office of the association is located. When so filed and recorded the amendment shall become effective.
5. No amendment of articles of incorporation shall affect any existing cause of action either in favor of or against the association, or any pending action in which the association shall be a party, or the existing rights of persons other than members of the association. If the amendment has changed the name of the association, no action brought by or against the association under its former name shall be abated for that reason.