[§414-283]  Amendment by board of directors
and shareholders.  (a)  A corporation's board of directors may propose one
or more amendments to the articles of incorporation for submission to the
shareholders.



(b)  For the amendment to be adopted:



(1)  The board of directors must recommend the
amendment to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make
no recommendation and communicates the basis for its determination to the
shareholders with the amendment; and



(2)  The shareholders entitled to vote on the
amendment must approve the amendment as provided in subsection (e).



(c)  The board of directors may condition its
submission of the proposed amendment on any basis.



(d)  The corporation shall notify each
shareholder, whether or not entitled to vote, of the proposed shareholders'
meeting in accordance with section 414-125.  The notice of meeting must also
state that the purpose, or one of the purposes, of the meeting is to consider
the proposed amendment and contain or be accompanied by a copy or summary of
the amendment.



(e)  Unless this chapter, the articles of
incorporation, or the board of directors (acting pursuant to subsection (c))
require a greater vote or a vote by voting groups, the amendment to be adopted
must be approved by:



(1)  With respect to corporations incorporated on or
after July 1, 1987, at the meeting a vote of the shareholders entitled to vote
thereon shall be taken on the proposed amendment.  The proposed amendment shall
be adopted upon receiving the affirmative vote of the holders of a majority of
the shares entitled to vote thereon, unless any class of shares is entitled to
vote thereon as a class, in which event the proposed amendment shall be adopted
upon receiving the affirmative vote of the holders of a majority of the shares
of each class of shares entitled to vote thereon as a class and of the total
shares entitled to vote thereon.



(2)  With respect to corporations incorporated before
July 1, 1987, at such meeting a vote of the shareholders entitled to vote
thereon shall be taken on a proposed amendment.  The proposed amendment shall
be adopted upon receiving the affirmative vote of the holders of two-thirds of
the shares entitled to vote thereon.  The articles of incorporation may be
amended by the vote set forth in the preceding sentence to provide for a lesser
proportion of shares, or of any class or series thereof, than is provided in
the preceding sentence, in which case the articles of incorporation shall
control; provided that the lesser proportion shall not be less than the
proportion set forth in paragraph (1).  Any number of amendments may be
submitted to the shareholders, and voted upon by them, at one meeting. [L 2000,
c 244, pt of §1]