California Corporations Code 5814 – (a) Except for amendments adopted by the incorporators pursuant …
(a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating:
(1) The wording of the amendment or amended articles in accordance with Section 5816;
Terms Used In California Corporations Code 5814
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Corporations Code 5047
- Person: includes a corporation as well as a natural person. See California Corporations Code 18
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members (Section 5034) is required, that the amendment was approved by the required vote of members; and
(4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment.
(5) If the amendment is one for which the approval of a person or persons other than the incorporators, directors, or members is required, that the approval of such person or persons has been obtained.
(b) In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 6014 shall be in lieu of any filing required under this chapter.
(Amended by Stats. 1979, Ch. 724.)