Kentucky Statutes 271B.10-030 – Amendment by board of directors and shareholders
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(1) A corporation‘s board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.
(2) For the amendment to be adopted:
(a) The board of directors shall recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposed amendment on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholder’s meeting in accordance with KRS § 271B.7-050. The notice of meeting shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(5) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (3) of this section) requires a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by:
(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights; and
(b) The votes required by KRS § 271B.7-250 and KRS § 271B.7-260 by every other voting group entitled to vote on the amendment.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 105, effective January 1, 1989.
(2) For the amendment to be adopted:
Terms Used In Kentucky Statutes 271B.10-030
- 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
- 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
(a) The board of directors shall recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposed amendment on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholder’s meeting in accordance with KRS § 271B.7-050. The notice of meeting shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(5) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (3) of this section) requires a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by:
(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights; and
(b) The votes required by KRS § 271B.7-250 and KRS § 271B.7-260 by every other voting group entitled to vote on the amendment.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 105, effective January 1, 1989.