Amendment and restatement of articles of organization.
1. The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.
2. An amendment must be made in the form of a certificate setting forth:
(a) The name of the limited-liability company;
(b) Whether the limited-liability company is managed by managers or members; and
(c) The amendment to the articles of organization.
3. The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.
4. Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by:
(a) A resolution; or
(b) A form prescribed by the Secretary of State,
Ê setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.
Last modified: February 26, 2006