§414D-184  Restated, amended and restated,articles of incorporation.  (a)  A corporation's board of directors mayrestate its articles of incorporation at any time with or without approval bymembers or any other person.

(b)  If the restatement includes an amendmentrequiring approval by members, the board must submit the restatement to themembers for their approval.

(c)  If the board seeks to have the restatementapproved by the members at a membership meeting, the corporation shall notifyeach of its members of the proposed membership meeting in writing in accordancewith section 414D‑105.  The notice must also state that the purpose, orone of the purposes, of the meeting is to consider the proposed restatement andcontain or be accompanied by a copy or summary of the restatement.

(d)  If the board seeks to have the restatementapproved by the members by written ballot or written consent, the materialsoliciting the approval shall contain or be accompanied by a copy or summary ofthe restatement.

(e)  A restatement requiring approval by themembers must be approved by the same vote as an amendment to articles undersection 414D‑182.

(f)  A corporation restating its articles shalldeliver to the department director articles of restatement setting forth thename of the corporation and the text of the restated articles of incorporationtogether with a statement that the restatement of incorporation correctly setsforth without change the corresponding provisions of the articles ofincorporation as theretofore amended and that the restated articles ofincorporation supersede the original articles of incorporation and anyamendments thereto.

(g)  Duly adopted restated articles ofincorporation supersede the original articles of incorporation and all amendmentsto them.

(h)  The department director may certifyrestated articles of incorporation, as the articles of incorporation currentlyin effect, without including the information required by subsection (f).

(i)  A domestic corporation may at any time amendand restate its articles of incorporation by complying with the procedures andrequirements of this part.

(j)  Upon its adoption, the amended andrestated articles of incorporation shall set forth:

(1)  All of the operative provisions of the articles ofincorporation as theretofore amended;

(2)  The information required by section 414D‑183;and

(3)  A statement that the amended and restatedarticles of incorporation supersede the original articles of incorporation andall amendments thereto.

(k)  The amended and restated articles ofincorporation shall be delivered to the director for filing together with astatement setting forth:

(1)  Whether the restatement contains an amendment tothe articles requiring member approval and, if it does not, that the board ofdirectors adopted the restatement; or

(2)  If the restatement contains an amendment to thearticles requiring member approval, the information required by section414D-183.  The department director may certify the amended and restatedarticles of incorporation as the articles of incorporation currently in effect,without including the information required to be filed by subsection (j)(2) and(3). [L 2001, c 105, pt of §1; am L 2003, c 124, §29]