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



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



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



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