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

(b)  For the amendment to be adopted:

(1)  The board of directors must recommend theamendment to the shareholders unless the board of directors determines thatbecause of conflict of interest or other special circumstances it should makeno recommendation and communicates the basis for its determination to theshareholders with the amendment; and

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

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

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

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

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

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