(A) The incorporators, the directors, and the shareholders, in the cases where they are respectively authorized to adopt an amendment to the articles, may, in addition thereto or in lieu thereof, adopt amended articles by the same action or vote as that required to adopt the amendment.
(B) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the shareholders at a meeting held for such purpose may adopt such amended articles by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal.
(C) Except as provided in division (D) of this section, amended articles shall set forth all such provisions as are required in, and only such provisions as may properly be in, original articles or amendments to articles filed at the time of adopting the amended articles and shall contain a statement that they supersede the existing articles; provided, however, that amended articles adopted by the directors or the shareholders need not contain any statement with respect to initial stated capital.
(D) Where by amended articles a corporation is changed into a non-profit corporation, the amended articles shall set forth all such provisions as are required in, and may set forth such other provisions as may properly be in, original articles of a non-profit corporation filed at the time of adopting such amended articles, other than with respect to the initial trustees, and shall set forth all such further provisions as are required in an amendment to change the corporation into a non-profit corporation, together with a statement that the amended articles supersede the existing articles.
Cite as R.C. § 1701.72
History. Effective Date: 10-11-1955