32-4-205. Amendment of articles of incorporation. (1) The articles of incorporation may be amended by vote of the stockholders of the corporation, and the amendments require approval by the affirmative vote of two-thirds of the stockholders, provided:

(a) that an amendment that is inconsistent with the general purposes expressed in this chapter or that eliminates or curtails the obligation of the corporation to make reports as provided in 32-4-306 may not be made without amendment of this chapter; and

(b) that an amendment of the articles of incorporation that increases the obligation of a member to make loans to the corporation, 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 in 32-4-303 may not be made without the consent of each member affected by the amendment.

(2) Within 30 days after any meeting at which 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, setting forth the amendment and the due adoption of the amendment, must so far as consistent with this chapter be submitted, as prescribed in Title 35, to the secretary of state who shall examine the articles. If the secretary of state finds that the articles conform to the requirements of this chapter, the secretary of state shall so certify and endorse approval on the amended articles. Upon certification and approval, the amended articles of incorporation must be filed in the office of the secretary of state, and an amendment may not take effect until the amended articles of incorporation have been filed as provided in this subsection.

History: En. Sec. 5, Ch. 128, L. 1969; R.C.M. 1947, 15-2605; amd. Sec. 1, Ch. 91, L. 1987; amd. Sec. 1051, Ch. 56, L. 2009.