TITLE 12. CORPORATIONS AND ASSOCIATIONS
TITLE 12. CORPORATIONS AND ASSOCIATIONS
B. Except as hereinafter provided in this Section, an amendment altering the articles may be adopted by a vote of at least two-thirds of the voting power present, or by such larger or smaller vote (not less than a majority) of the voting power present or of the total voting power as the articles may require, at an annual or special meeting of shareholders, the notice of which shall set forth the proposed amendment or a summary of the changes to be made thereby.
C.(1) If an amendment would adversely affect the rights of the holders of shares of any class or series, then in addition to the vote required by subsection B of this Section, the holders of each class or series of shares so affected by the amendment shall be entitled to vote as a class upon such amendment, whether or not by the terms of the articles such class or series is entitled to vote; and the vote of the holders of at least two-thirds of the shares of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary to the adoption thereof, except that the articles may provide, with respect to any such class or series for the vote of a greater or lesser proportion (not less than a majority) of the voting power present or of the total voting power, in which case the vote so provided shall be the necessary vote for such class or series.
(2) Except as otherwise provided in the articles, the rights of a shareholder shall not be considered adversely affected unless the amendment (otherwise than as permitted by the articles)
(a) Alters or abolishes any preferential right of his shares having preferences,
(b) Creates, alters or abolishes any right in respect of redemption of his shares,
(c) Alters or abolishes any preemptive right in respect of his shares,
(d) Creates or alters (other than to abolish) any restriction on transfer applicable to his shares,
(e) Excludes or limits his right as a shareholder to vote on a matter, except as such right may be limited by voting rights of new shares then being authorized of an existing or new class, or
(f) Alters or abolishes any right of his shares to receive dividends, except as such right may be affected by dividend rights of new shares then being authorized of an existing or new class.
D. In the event that the duration of a corporation as fixed in the articles may heretofore have expired, or may hereafter expire, without any action having been taken with reference thereto, and without proceedings having been undertaken or instituted to dissolve and wind up the corporation, the articles may be so amended as to extend the duration of the corporation as specified in the articles, in the same manner and with the same force and effect as if the articles had been amended prior to the expiration of the duration of the corporation as set forth in the articles except that if the corporation's name is no longer available for use by it, its name shall be changed appropriately. The declaration in the minutes of the meeting of the shareholders at which the articles are amended by extending the duration of the corporation, that prior to the expiration of the duration of the corporation no action had been taken with reference thereto, and that no proceedings had been undertaken or instituted to dissolve and wind up the corporation, shall constitute prima facie evidence of those facts.
E. Whenever the articles shall require, for action by the holders of any class or series of shares or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any Section of this Chapter, the provision of the articles requiring such greater vote shall not be amended or repealed except by such greater vote, unless the articles shall otherwise expressly provide.
B. The articles of amendment, or a multiple original thereof, shall be filed with the secretary of state. Articles of amendment may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all taxes, fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment or the multiple original in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of the acknowledgment or execution.
C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
(2) When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, the board may adopt an amendment eliminating from the articles any or all matters set forth in any amendment previously adopted by the board with respect to such class or series. Unless otherwise provided in the articles, if no shares have been issued of a class or series established by an amendment to the articles adopted by the board, and there exists no binding commitment to issue any such shares of such class or series, the preferences, limitations, and relative rights thereof may be amended by a further amendment to the articles adopted by the board.
B. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the shareholders as would have been required to amend the articles to effect such increase.
C. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, and in case of cancellation of shares pursuant to R.S. 12:56E, the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.
D. A merger agreement which complies with the provisions of R.S. 12:112A may prescribe changes to be effected by the merger in the articles of the surviving business corporation.
E. In case of an amendment pursuant to subsection A, B or C of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this Section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:32 and 54A; but omission to file such articles of amendment shall not derogate from the effectiveness of an amendment required by subsection B or C of this Section.
(1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes;
(2) That each amendment has been effected in conformity with law;
(3) The date of incorporation and the date of the restatement; and
(4) Such other information as may be required by R.S. 12:32, 33E and 54A, if the restatement contains any new amendment.
B. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in R.S. 12:32, and shall be effective, when recorded by the Secretary of State, as of the date and, if endorsed on the restated articles, the hour of filing with him.
C. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.
B. (1) The certificate of correction shall be executed:
(a) In the name of the corporation in the case of a correction to its original, amended, or restated articles of incorporation or initial or supplemental report;
(b) In the name of each corporation party thereto in the case of an agreement of merger or consolidation that has been filed under this Chapter but has not become effective;
(c) In the name of the surviving or resulting corporation in the case of an agreement of merger or consolidation that has become effective under this Chapter or in the case of a certificate of merger or consolidation, in each of which cases the certificate of correction shall recite the names of each party to the merger or consolidation; or
(d) In any other case in the name of the corporation the inaccuracy or defect of which is corrected thereby, by the president or a vice president or any other person authorized by resolution or consent of the board of directors, and by the secretary or the treasurer or any assistant secretary or assistant treasurer.
(2) If the certificate of correction is not executed by the president or a vice president, a copy of the resolution or consent of the board of directors authorizing the person who executed the certificate, certified as a true copy by the secretary or an assistant secretary of the corporation, shall be annexed to the certificate of correction. When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.
(3) The certificate of correction shall be acknowledged by the president or vice president or other authorized person who signed it or may be in the form of an authentic act.
C. The certificate of correction, or a multiple original thereof, shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction or the multiple original in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the corrected certificate shall be effective from the filing date.
D. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in each office of the recorder of mortgages, if any, and in each office of the recorder of conveyances, if any, in which the instrument corrected thereby was required to be filed by this Chapter. In the case of a certificate of correction to a certificate of merger or consolidation authorized under R.S. 12:112(F), a copy of the certificate of correction shall, within twenty days after filing thereof with the secretary of state, be mailed to each shareholder or former shareholder, of any party to the merger or consolidation, whose property rights are affected by the correction made therein.
E. All certificates of correction filed prior to the effective date of this Section are hereby validated.
