[§414D-182]  Procedure to amendarticles of incorporation.  (a)  Amendments to the articles ofincorporation shall be made in the following manner:

(1)  If any members are entitled to vote on anamendment, the board of directors shall adopt a resolution setting forth theproposed amendment and directing that it be submitted to a vote at an annual orspecial meeting of the members.  Written notice setting forth the proposedamendment or a summary of the changes to be effected thereby shall be given toeach member entitled to vote at the meeting within the time and in the mannerprovided in this chapter for the giving of notice of meetings to members.  Theproposed amendment shall be adopted upon receiving at least two-thirds of thevotes which members present at the meeting or represented by proxy are entitledto cast; and

(2)  If there are no members or no members entitled tovote thereon, an amendment shall be adopted at a meeting of the board ofdirectors upon its receiving the vote of a majority of the directors in office.

(b)  Any number of amendments may be submittedand voted upon at any one meeting. [L 2001, c 105, pt of §1]