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Terms Used In 18 Guam Code Ann. § 12108

  • 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.
  • 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.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled; provided that no amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued, or which eliminates or cur- tails the right of the Director of Revenue and Taxation to examine the corporation or the obligation of the corporation to make reports as provided in § 12012, shall be made; and provided further that no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member’s right to withdraw from membership as provided herein, or affects a member’s voting rights as provided herein, shall be made without the consent of each member affected by such amendment.

Within thirty (30) days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer and a majority of the directors,

COL 03072011
18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 12 INDUSTRIAL DEVELOPMENT CORPORATIONS

setting forth such amendment and due adoption thereof, shall be submitted to the Director of Revenue and Taxation who shall examine them, and if he finds that they conform to the requirements of this Chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Director of Revenue and Taxation, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.

SOURCE: CC § 613.

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