17-7680.   Restated articles of organization.(a) A limited liability company, wheneverdesired, may integrate into a singleinstrument all of the provisions of its articles of organization which are thenin effect and operativeas a result of there having previously been filed with the secretary of stateone or more certificatesor other instruments pursuant to this act, and it may at the same time alsofurther amend its articlesof organization by adopting restated articles of organization.

      (b)   If the restated articles of organization merely restate and integrate butdo not furtheramend the initial articles of organization, as previously amended orsupplemented by any certificateor instrument that was executed and filed pursuant to this act, they shall bespecifically designatedin their heading as "restated articles of organization" together with suchother words as the companymay deem appropriate and shall be executed and filed with the secretary ofstate. If the restatedarticles restate and integrate and also further amend in any respect thearticles of organization, aspreviously amended or supplemented, they shall be specifically designated intheir heading as"amended and restated articles of organization" together with such other wordsas the company maydeem appropriate and shall be executed and filed with the secretary of state.

      (c)   Restated articles of organization shall be specifically designated assuch in the heading.They shall state, either in their heading or in an introductory paragraph, thecompany's present name;if it has been changed, the name under which it was originally filed; the dateof filing of its originalarticles of organization with the secretary of state; and the future effectivedate of the restated articlesof organization if they are not to be effective upon the filing of the restatedarticles of organizationwith the secretary of state (such future effective date must be within 90 daysof the date of filing suchrestated articles of organization with the secretary of state). Restatedarticles also shall state that theywere duly executed and filed in accordance with the provisions of this section.If the restated articles only restate and integrate and do not further amendthe provisions of the articles oforganization aspreviously amended or supplemented and there is no discrepancy between thoseprovisions and theprovisions of the restated articles, they shall state that fact as well.

      (d)   Upon the filing of the restated articles of organization with thesecretary of state, or uponthe future effective date of restated articles of organization as provided fortherein, the initial articles,as previously amended or supplemented, shall be superseded. Thereafter therestated articles oforganization, including any further amendment or changes made by the restatedarticles, shall be thearticles of organization, but the original effective date of formation shallremain unchanged.

      (e)   Any amendment or change made in connection with the restatement andintegration ofthe articles of organization shall be subject to any other provision of thisact, not inconsistent withthis section, which would apply if a separate certificate of amendment werefiled to make theamendment or change.

      History:   L. 1999, ch. 119, § 19; Jan. 1, 2000.