181.1006 Restated articles of incorporation.

(1) When permitted. A corporation's board may restate its articles of incorporation at any time with or without approval by members or any other person.

(2) Amendments may be included. The restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in s. 181.1003.

(3) Approval requirements. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(4) Notice requirements. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.

(5) Approval by written ballot or consent. If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.

(6) Voting requirements. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under s. 181.1003.

(7) Approval by 3rd persons. If the restatement includes an amendment requiring approval pursuant to s. 181.1030, the board must submit the restatement for such approval.

(8) Filing requirements. A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate including all of the following information:

(a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or any other person other than the board and, if it does not, that the board adopted the restatement.

(b) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required by s. 181.1005.

(c) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under s. 181.1030, a statement that such approval was obtained.

(d) A statement that the restated articles of incorporation supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.

History: 1997 a. 79.