North Carolina General Statutes 55A-10-06. Restated articles of incorporation
(a) A corporation‘s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(b) The restated articles of incorporation may include one or more amendments to the articles of incorporation. If the restated articles of incorporation include an amendment requiring approval by the members or any other person, it shall be adopted as provided in N.C. Gen. Stat. § 55A-10-03.
(c) If the board of directors submits restated articles of incorporation for member action, the corporation shall notify in writing each member entitled to vote on the proposed amendment of the membership meeting in accordance with N.C. Gen. Stat. § 55A-7-05. The notice shall (i) state that the purpose, or one of the purposes, of the meeting is to consider the proposed restated articles of incorporation, (ii) contain or be accompanied by a copy of the proposed restated articles of incorporation, and (iii) identify any amendment or other change they would make in the articles of incorporation.
(d) If the restated articles of incorporation include an amendment requiring approval pursuant to N.C. Gen. Stat. § 55A-10-30, the board of directors shall submit the restated articles of incorporation for such approval.
(e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement which shall:
(1) Set forth the name of the corporation;
Terms Used In North Carolina General Statutes 55A-10-06
- 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.
- in writing: may be construed to include printing, engraving, lithographing, and any other mode of representing words and letters: Provided, that in all cases where a written signature is required by law, the same shall be in a proper handwriting, or in a proper mark. See North Carolina General Statutes 12-3
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
(2) Attach as an exhibit thereto the text of the restated articles of incorporation;
(3) State whether the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval and, if they do not, that the board of directors adopted the restated articles of incorporation;
(4) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval, state that member approval was obtained as required by this Chapter; and
(5) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to N.C. Gen. Stat. § 55A-10-30, state that such approval was obtained.
(f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the other information required by subsection (e) of this section. (1965, c. 762; 1993, c. 398, s. 1.)