Section 10.20.176. Procedure to amend articles of incorporation.

   (a) Amendments to the articles of incorporation shall be made in the manner set out in this section.
   (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed amendment or a summary of the changes shall be given to each member entitled to vote within the time and in the manner provided in this chapter for the giving of notice of meetings of members.  The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.
   (c) If there are no members, or no members entitled to vote, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
   (d) Any number of amendments may be submitted and voted upon at any one meeting.

Notes

History

(Sec. 1 ch 99 SLA 1968)