§415-58 Right to amend articles of incorporation. (a) A corporation may amend its articles of incorporation from time to time, in any and in as many respects as may be desired, so long as its articles of incorporation as amended contain only those provisions which may be lawfully contained in original articles of incorporation at the time of making the amendment and, if a change in shares or the rights of shareholders, or an exchange, reclassification, or cancellation of shares or rights of shareholders is to be made, the provisions as may be necessary to effect the change, exchange, reclassification, or cancellation.

(b) In particular, and without limitation upon this general power of amendment, a corporation may amend its articles of incorporation, from time to time, so as:

(1) To change its corporate name;

(2) To change its period of duration;

(3) To change, enlarge, or diminish its corporate purposes;

(4) To increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue, except that if the aggregate number of authorized shares is decreased by the corporation's acquisition of its own shares, the decrease shall be as provided in section 415-6;

(5) To provide, change, or eliminate any provision with respect to the par value of any shares or class of shares;

(6) To exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued;

(7) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect of all or any part of its shares, whether issued or unissued;

(8) To change the shares of any class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes;

(9) To create new classes or shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued;

(10) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared;

(11) To divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of the series;

(12) To authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established;

(13) To authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed;

(14) To revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established; or

(15) To limit, deny, or grant to shareholders of any class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §38; am L 1999, c 249, §6]