6-460

6-460. Procedure to amend articles of
incorporation

The procedure to effect an amendment of articles of incorporation shall be as
follows:

1. The board of directors shall adopt a resolution setting forth the proposed
amendment and directing that it be submitted to a vote at a meeting of the members, which
may be an annual or a special meeting.

2. The proposed amendment, or a summary of the changes to be effected thereby,
shall be set forth in the notice of meeting as prescribed in section 6-415.

3. The proposed amendment will be adopted upon receiving, in the affirmative, a
majority or more of the total number of votes which all members of the association are
entitled to cast, except that an amendment effecting a retirement of all shares of
guaranty capital must receive the vote specified in section 6-428. A report of
proceedings, verified by the president or a vice president and attested by the secretary
and setting forth the notice given, the amendment adopted, the vote thereon, and the
total number of votes which all members of the association were entitled to cast thereon,
shall be filed promptly with the superintendent.

4. Each adopted amendment shall be subject to the same inquiry by the
superintendent as the corresponding provision in the original articles of incorporation,
including, but not limited to, the availability of a proposed new name of the
association. If the superintendent approves an amendment, he shall issue to the
association a certificate setting forth the amendment and his approval thereof, which
shall then be filed with the corporation commission and a certified copy thereof recorded
in the office of the county recorder of the county where the principal office of the
association is located. When so filed and recorded the amendment shall become effective.

5. No amendment of articles of incorporation shall affect any existing cause of
action either in favor of or against the association, or any pending action in which the
association shall be a party, or the existing rights of persons other than members of the
association; and if the amendment has changed the name of the association, no action
brought by or against the association under its former name shall be abated for that
reason.