Arizona Revised Statutes § 6-460 Procedure To Amend Articles Of Incorporation

6-460. Procedure to amend articles of incorporation

The procedure to effect an amendment of articles of incorporation shall be as follows:

1. The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members, which may be an annual or a special meeting.

2. The proposed amendment, or a summary of the changes to be effected thereby, shall be set forth in the notice of meeting as prescribed in section 6-415.

3. The proposed amendment will be adopted upon receiving, in the affirmative, a majority or more of the total number of votes which all members of the association are entitled to cast, except that an amendment effecting a retirement of all shares of guaranty capital must receive the vote specified in section 6-428. A report of proceedings, verified by the president or a vice president and attested by the secretary and setting forth the notice given, the amendment adopted, the vote thereon, and the total number of votes which all members of the association were entitled to cast thereon, shall be filed promptly with the superintendent.

4. Each adopted amendment shall be subject to the same inquiry by the superintendent as the corresponding provision in the original articles of incorporation, including, but not limited to, the availability of a proposed new name of the association. If the superintendent approves an amendment, he shall issue to the association a certificate setting forth the amendment and his approval thereof, which shall then be filed with the corporation commission and a certified copy thereof recorded in the office of the county recorder of the county where the principal office of the association is located. When so filed and recorded the amendment shall become effective.

5. No amendment of articles of incorporation shall affect any existing cause of action either in favor of or against the association, or any pending action in which the association shall be a party, or the existing rights of persons other than members of the association; and if the amendment has changed the name of the association, no action brought by or against the association under its former name shall be abated for that reason.

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Last modified: October 13, 2016