10-1003

10-1003. Amendment by board of directors and
shareholders

A. The following apply to amendments to the articles of incorporation:

1. A corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders.

2. For the amendment to be adopted both:

(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 that
determination to the shareholders with the amendment.

(b) The shareholders entitled to vote on the amendment shall approve the amendment
as provided in paragraph 5 of this subsection.

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 shareholders' meeting in accordance with section 10-705. The notice of
meeting shall also state that the purpose or one of the purposes of the meeting is to
consider the proposed amendment and shall contain or be accompanied by a copy or summary
of the amendment.

5. Unless chapters 1 through 17 of this title, the articles of incorporation or the
board of directors acting pursuant to paragraph 3 of this subsection requires a greater
vote or a vote by voting groups, the amendment to be adopted shall be approved by both:

(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.

(b) The votes required by sections 10-725 and 10-726 by every other voting group
entitled to vote on the amendment.

B. The following apply to amendments to the articles of incorporation:

1. If the articles of incorporation expressly permit, the shareholders may propose
amendments to the articles of incorporation. If so permitted, the articles of
incorporation shall set forth procedures for adopting shareholder initiated amendments,
including the percentage of voting power and method of notice required to propose an
amendment and the responsibility for calling a shareholder meeting to consider the
amendment.

2. For the amendment to be adopted, both:

(a) The shareholders entitled to vote on the amendment shall approve the amendment
as provided in paragraph 3 of this subsection.

(b) The corporation shall notify each shareholder in accordance with subsection A,
paragraph 4 of this section.

3. Unless chapters 1 through 17 of this title or the articles of incorporation
require a greater vote or a vote by voting groups, the amendment to be adopted shall be
approved by both:

(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.

(b) The votes required by sections 10-725 and 10-726 by every other voting group
entitled to vote on the amendment.