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This entry was published on 2014-09-22
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Changing articles of association
General Associations (GAS) CHAPTER 29, ARTICLE 2
§ 7. Changing articles of association. Any change in the articles of
association of a joint-stock association not inconsistent with law may
be made with the consent of all its stockholders, or otherwise, as the
articles of association may provide. Unless the articles of association
of a joint-stock association contain provisions to the contrary, its
directors may be increased or reduced to not less than three; its
capital stock may be increased or reduced; or the term of its existence
may be extended, with the consent of its stockholders owning at least
two-thirds of its stock issued and outstanding, on the following terms
and conditions: The consent of the requisite number of stockholders
must be given by vote, or by writing presented and filed, at a regular
or regularly called special meeting. Notice of the time and place of
such meeting, with notice of the proposed change, must be personally
served on each stockholder of the association at least thirty days
before the meeting, or by mailing it to such stockholder at his
last-known post-office address at least sixty days before the meeting.
The amount of its capital stock shall not be reduced below the amount of
its paid-up capital stock, nor shall it be reduced if the liabilities of
the association exceed its assets.