§414-287  Restated or amended and restated
articles of incorporation.  (a)  A corporation's board of directors may
restate its articles of incorporation at any time with or without shareholder
action.



(b)  If the board of directors submits a
restatement for shareholder action, 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 shall also state that
the purpose, or one of the purposes, of the meeting is to consider the proposed
restatement and contain or be accompanied by a copy of the restatement.



(c)  A corporation restating its articles of
incorporation shall deliver to the department director for filing articles of
restatement setting forth the name of the corporation and the text of the
restated articles of incorporation together with a statement that the
restatement of incorporation correctly sets forth without change the
corresponding provisions of the articles of incorporation as theretofore
amended and that the restated articles of incorporation supersede the original
articles of incorporation and any amendments thereto.



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



(e)  The department director may certify
restated articles of incorporation as the articles of incorporation currently
in effect, without including the information required by subsection (c).



(f)  A domestic corporation, at any time, may
amend and restate its articles of incorporation by complying with the
procedures and requirements of this part.



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



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



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



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



(h)  The amended and restated articles of
incorporation shall be delivered to the department director for filing together
with a statement setting forth:



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



(2)  If the restatement contains an amendment to the
articles requiring shareholder approval, the information required by section
414-286.  The department director may certify the amended and restated articles
of incorporation as the articles of incorporation currently in effect, without
including the information required to be filed by subsection (g)(2) and (3). [L
2000, c 244, pt of §1; am L 2001, c 129, §32; am L 2002, c 130, §24]