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This entry was published on 2021-04-23
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SECTION 803
Authorization of amendment or change
Business Corporation (BSC) CHAPTER 4, ARTICLE 8
§ 803. Authorization of amendment or change.

(a) Amendment or change of the certificate of incorporation may be
authorized by vote of the board, followed by vote of a majority of all
outstanding shares entitled to vote thereon at a meeting of
shareholders; provided, however, that, whenever the certificate of
incorporation requires action by the board of directors, by the holders
of any class or series of shares, or by the holders of any other
securities having voting power by the vote of a greater number or
proportion than is required by any section of this article, the
provision of the certificate of incorporation requiring such greater
vote shall not be altered, amended, or repealed except by such greater
vote; and provided further that an amendment to the certificate of
incorporation for the purpose of reducing the requisite vote by the
holders of any class or series of shares or by the holders of any other
securities having voting power that is otherwise provided for in any
section of this chapter that would otherwise require more than a
majority of the votes of all outstanding shares entitled to vote thereon
shall not be adopted except by the vote of such holders of class or
series of shares or by such holders of such other securities having
voting power that is at least equal to that which would be required to
take the action provided in such other section of this chapter.

(b) Alternatively, any one or more of the following changes may be
authorized by or pursuant to authorization of the board:

(1) To specify or change the location of the corporation's office.

(2) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.

(3) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.

* (4) To specify, change or delete the email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.

* NB Effective January 1, 2023

(c) This section shall not alter the vote required under any other
section for the authorization of an amendment referred to therein, nor
alter the authority of the board to authorize amendments under any other
section.

(d) Amendment or change of the certificate of incorporation of a
corporation which has no shareholders of record, no subscribers for
shares whose subscriptions have been accepted and no directors may be
authorized by the sole incorporator or a majority of the incorporators.