Section: Nonprofit Corporation Act

The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision may only be amended with the approval in writing of the specified person or persons.

1. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows:
   1. If originally adopted by the members, only by the members.
   2. If originally adopted by the board of directors, either by the members or by the board of directors.
2. A bylaw that is adopted or amended by the members and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.
3. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.  

1. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
2. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board of directors.

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles of incorporation or bylaws.

If the articles of incorporation or the bylaws require that an amendment to or repeal of the corporation’s bylaws be submitted to the members, the procedures set forth in section 10-11003 shall apply.

1. If a corporation has no members, its board of directors may adopt one or more amendments to the corporation’s bylaws.
2. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to section 10-11030.

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed on the corporation or any property held by it by virtue of any trust on which that property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.

1. A corporation’s articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10-11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10-3202.
2. Before the date of entry of a final decree in the reorganization proceeding, the individual or individuals designated by the court plan shall deliver to the commission articles of amendment setting forth all of the following:
   1. The name of the corporation.
   2. The text of each amendment contained in the plan of reorganization.
   3. The date of the court’s order or decree confirming the plan of reorganization containing the articles of amendment.
   4. The title of the reorganization proceeding in which the order or decree was entered.
   5. A statement that the court had jurisdiction of the proceeding under federal or state statute.
3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
4. Within sixty days after the commission approves the filing, either of the following must occur:
   1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.
   2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

1. A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person.
2. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in section 10-11003.
3. If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote of the proposed membership meeting in writing in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.
4. If the board of directors submits a restatement for member action by written ballot or written consent, the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the articles of incorporation.
5. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
   1. Whether the restatement contains an amendment to the articles requiring approval by any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement.
   2. If the restatement contains an amendment to the articles requiring approval by the members, a statement that such approval was obtained.
   3. If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10-11030, a statement that such approval was obtained.
6. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
7. The commission may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection E of this section.
8. Within sixty days after the commission approves the filing, either of the following must occur:
   1. A copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission.
   2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

1. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth:
   1. The name of the corporation.
   2. The text of each amendment adopted.
   3. The date of each amendment’s adoption.
   4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10-11030.
2. Within sixty days after the commission approves the filing, either of the following must occur:
   1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.
   2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.

1. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment:
   1. A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the members.
   2. For the amendment to be adopted all of the following shall have occurred:
      1. The board of directors shall recommend the amendment to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the members with the amendment.
      2. The members entitled to vote on the amendment shall approve the amendment as provided by paragraph 5 of this subsection.
      3. Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing.
   3. The board of directors may condition its submission of the proposed amendment on any basis.
   4. The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with section 10-3705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.
   5. Unless chapters 24 through 40 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.
2. The following apply to amendments to the articles of incorporation by the members, if there are members:
   1. If the articles of incorporation expressly permit, the members may propose amendments to the articles of incorporation. If so permitted, the articles of incorporation shall set forth procedures for adopting member initiated amendments, including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a member meeting to consider the amendment.
   2. For the amendment to be adopted, all of the following shall have occurred:
      1. The members entitled to vote on the amendment shall approve the amendment as provided in paragraph 4 of this subsection.
      2. The corporation shall notify each member in accordance with subsection A, paragraph 4 of this section.
      3. Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing.
   3. The members may condition adoption of the proposed amendment on any basis.
   4. Unless chapters 24 through 40 of this title, the articles of incorporation or the members acting pursuant to paragraph 3 of this subsection require a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.