§414-287  Restated or amended and restatedarticles of incorporation.  (a)  A corporation's board of directors mayrestate its articles of incorporation at any time with or without shareholderaction.

(b)  If the board of directors submits arestatement for shareholder action, the corporation shall notify eachshareholder, whether or not entitled to vote, of the proposed shareholders'meeting in accordance with section 414-125.  The notice shall also state thatthe purpose, or one of the purposes, of the meeting is to consider the proposedrestatement and contain or be accompanied by a copy of the restatement.

(c)  A corporation restating its articles ofincorporation shall deliver to the department director for filing articles ofrestatement setting forth the name of the corporation and the text of therestated articles of incorporation together with a statement that therestatement of incorporation correctly sets forth without change thecorresponding provisions of the articles of incorporation as theretoforeamended and that the restated articles of incorporation supersede the originalarticles of incorporation and any amendments thereto.

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

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

(f)  A domestic corporation, at any time, mayamend and restate its articles of incorporation by complying with theprocedures and requirements of this part.

(g)  Upon their adoption, the amended andrestated articles of incorporation shall set forth:

(1)  All of the operative provisions of the articlesof incorporation as theretofore amended;

(2)  The information required by section 414-286; and

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

(h)  The amended and restated articles ofincorporation shall be delivered to the department director for filing togetherwith a statement setting forth:

(1)  Whether the restatement contains an amendment tothe articles requiring shareholder approval and, if it does not, that the boardof directors adopted the restatement; or

(2)  If the restatement contains an amendment to thearticles requiring shareholder approval, the information required by section414-286.  The department director may certify the amended and restated articlesof incorporation as the articles of incorporation currently in effect, withoutincluding the information required to be filed by subsection (g)(2) and (3). [L2000, c 244, pt of §1; am L 2001, c 129, §32; am L 2002, c 130, §24]