Amendment of Articles of Incorporation and Bylaws

KRS tit. XXIII, ch. 271B, subtit. 10

in effect

KRS 271B.10-010 Authority to amend -- Conversion to nonstock, nonprofit corporation

271B.10-010. Authority to amend -- Conversion to nonstock, nonprofit corporation (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation shall be determined as of the effective date of the amendment. (2) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (3) A corporation existing under this chapter or its predecessors may amend its articles of incorporation to convert into a nonstock, nonprofit corporation under KRS 273.161 to 273.387, but a corporation existing under KRS 273.161 to 273.387 may not convert to a corporation existing under this chapter. Effective: June 20, 2005 History: Amended 2005 Ky. Acts ch. 182, sec. 8, effective June 20, 2005. -- Created 1988 Ky. Acts ch. 23, sec. 103, effective January 1, 1989.

KRS 271B.10-020 Amendment by board of directors

271B.10-020. Amendment by board of directors Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) To delete the names and addresses of the initial directors; (3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (4) To delete the mailing address of the corporation's initial principal office if the statement containing the mailing address of new principal office is on file with the Secretary of State; (5) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (6) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or (7) To make any other change expressly permitted by this chapter to be made without shareholder action. Effective: July 15, 1998 History: Amended 1998 Ky. Acts ch. 341, sec. 7, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 104, effective January 1, 1989.

KRS 271B.10-030 Amendment by board of directors and shareholders

271B.10-030. Amendment by board of directors and shareholders (1) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders. (2) For the amendment to be adopted: (a) The board of directors shall recommend the amendment to the shareholders 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 its determination to the shareholders with the amendment; and (b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section. (3) The board of directors may condition its submission of the proposed amendment on any basis. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholder's meeting in accordance with KRS 271B.7-050. The notice of meeting shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (5) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (3) of this section) requires a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by: (a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (b) The votes required by KRS 271B.7-250 and 271B.7-260 by every other voting group entitled to vote on the amendment. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 105, effective January 1, 1989.

KRS 271B.10-040 Voting on amendments by voting groups

271B.10-040. Voting on amendments by voting groups (1) The holders of the outstanding shares of a class shall be entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of the class; (b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (d) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (e) Change the shares of all or part of the class into a different number of shares of the same class; (f) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (g) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (h) Limit or deny an existing preemptive right of all or part of the shares of the class; or (i) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. (2) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (1) of this section, the shares of that series shall be entitled to vote as a separate voting group on the proposed amendment. (3) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected shall vote together as a single voting group on the proposed amendment. (4) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 106, effective January 1, 1989.

KRS 271B.10-050 Amendment before issuance of shares

271B.10-050. Amendment before issuance of shares If a corporation has not yet issued shares, its incorporators or board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 107, effective January 1, 1989.

KRS 271B.10-060 Articles of amendment

271B.10-060. Articles of amendment A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and (6) If an amendment was approved by the shareholders: (a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and (b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. (7) If the amendment includes language converting the corporation into a nonprofit, nonstock corporation under KRS 273.161 to 273.387, the conversion shall be effective upon the filing of the amendment with the Secretary of State, and, upon filing, the Secretary of State shall immediately forward a copy of the amendment to the commissioner of revenue. Effective: June 20, 2005 History: Amended 2005 Ky. Acts ch. 182, sec. 9, effective June 20, 2005. -- Created 1988 Ky. Acts ch. 23, sec. 108, effective January 1, 1989. Legislative Research Commission Note (6/20/2005). 2005 Ky. Acts chs. 11, 85, 95, 97, 98, 99, 123, and 181 instruct the Reviser of Statutes to correct statutory references to agencies and officers whose names have been changed in 2005 legislation confirming the reorganization of the executive branch. Such a correction has been made in this section.

KRS 271B.10-070 Restated articles of incorporation

271B.10-070. Restated articles of incorporation (1) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (2) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in KRS 271B.10-030. (3) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with KRS 271B.7-050. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (4) A corporation restating its articles of incorporation shall deliver to the secretary of state 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: (a) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (b) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by KRS 271B.10-060. (5) Restated articles of incorporation supersede the original articles of incorporation and all amendments to them when the restated articles of incorporation become effective pursuant to KRS 14A.2-070. (6) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 132, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 109, effective January 1, 1989.

KRS 271B.10-080 Amendment pursuant to reorganization

271B.10-080. Amendment pursuant to reorganization (1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by KRS 271B.2-020. (2) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the court's order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding under federal statute. (3) Shareholders of a corporation undergoing reorganization shall not have dissenters' rights except as and to the extent provided in the reorganization plan. (4) This section shall 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. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 110, effective January 1, 1989.

KRS 271B.10-090 Effect of amendment

271B.10-090. Effect of amendment An amendment to articles of incorporation shall not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name shall not abate a proceeding brought by or against the corporation in its former name. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 111, effective January 1, 1989.

KRS 271B.10-200 Amendment by board of directors or shareholders

271B.10-200. Amendment by board of directors or shareholders (1) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or (b) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (2) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. (3) A shareholder of the corporation shall not have a vested property right resulting from any provision in the bylaws. Effective:June 29, 2017 History: Amended 2017 Ky. Acts ch. 193, sec. 8, effective June 29, 2017. -- Created 1988 Ky. Acts ch. 23, sec. 112, effective January 1, 1989.

KRS 271B.10-220 Bylaw increasing quorum or voting requirements for directors

271B.10-220. Bylaw increasing quorum or voting requirements for directors (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (a) If originally adopted by the shareholders, only by the shareholders; or (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors. (2) A bylaw adopted or amended by the shareholders 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 shareholders or the board of directors. (3) Action by the board of directors under subsection (1)(b) of this section 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 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. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 113, effective January 1, 1989.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=38542Fetched: 10/20/2026