Section 33-31-1005. Articles of amendment.

SC Code § 33-31-1005 (2019) (N/A)

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A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) the date of each amendment's adoption;

(4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;

(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1030, a statement that the approval was obtained;

(7) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself must be included in the articles.

HISTORY: 1994 Act No. 384, Section 1.

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Section 33-31-1004. Class voting by members on amendments.

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Section 33-31-1006. Restated articles of incorporation.