10-1007

10-1007. Restated articles of
incorporation

A. A corporation's board of directors may restate its articles of incorporation at
any time with or without shareholder action.

B. The restatement may include one or more amendments to the articles. If the
restatement includes an amendment requiring shareholder approval, it shall be adopted as
provided in section 10-1003.

C. If the board of directors submits a restatement for shareholder action, 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 shall also
state that the purpose or one of the purposes of the meeting is to consider the proposed
restatement and shall contain or be accompanied by a copy of the restatement that
identifies any amendment or other change it would make in the articles.

D. A corporation restating its articles of incorporation shall deliver to the
commission 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
setting forth:

1. Whether the restatement contains an amendment to the articles requiring
shareholder approval and, if it does not, that the board of directors adopted the
restatement.

2. If the restatement contains an amendment to the articles requiring shareholder
approval, the information required by section 10-1006.

E. Duly adopted restated articles of incorporation supersede the original articles
of incorporation and all amendments to them.

F. The commission may certify restated articles of incorporation, as the articles
of incorporation currently in effect, without including the certificate information
required by subsection D of this section.

G. Within sixty days after the commission approves the filing, a copy of the
articles of restatement shall be published. An affidavit evidencing the publication may
be filed with the commission.