KRS 271B.1-200: Filing requirements.

(1) Each document delivered by a domestic or foreign corporation to the Secretary of

State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

(2) Whenever a provision of KRS Chapter 271B permits any of the terms of a plan or a

filed document to be dependent on facts objectively ascertainable outside the plan

or filed document, the following provisions apply:

(a) The manner in which the facts will operate upon the terms of the plan or filed

document shall be set forth in the plan or filed document;

(b) The facts may include but are not limited to:

1. Any of the following that is available in a nationally recognized news or

information medium either in print or electronically:

a. Statistical or market indices;

b. Market prices of any security or group of securities;

c. Interest rates;

d. Currency exchange rates; or

e. Similar economic or financial data;

2. A determination or action by any person or body, including the

corporation or any other party to a plan or filed document; or

3. The terms of, or actions taken under, an agreement to which the

corporation is a party, or any other agreement or document;

(c) As used in this subsection:

1. "Filed document" means a document filed with the Secretary of State

under any provision of KRS Chapter 271B except an annual report or a

filing pursuant to Subtitle 15 of KRS Chapter 271B; and

2. "Plan" means a plan of nonprofit conversion as provided for in KRS

273.382, conversion into an LLC as provided for in KRS 275.376,

merger, or of share exchange;

(d) The following provisions of a plan or filed document shall not be made

dependent on facts outside the plan or filed document:

1. The name and address of any person required in a filed document;

2. The registered office of any entity required in a filed document;

3. The registered agent of any entity required in a filed document;

4. The number of authorized shares and designation of each class or series

of shares;

5. The effective date of a filed document; or

6. Any required statement in a filed document of the date on which the

underlying transaction was approved or the manner in which that

approval was given; and

(e) If a provision of a filed document is made dependent on a fact ascertainable

outside of the filed document, and that fact is not ascertainable by reference to

a source described in paragraph (b)1. of this subsection or a document that is a

matter of public record, or the affected shareholders have not received notice

of the fact from the corporation, then the corporation shall file with the

Secretary of State articles of amendment setting forth the fact promptly after

the time when the fact referred to is first ascertainable or thereafter chan ges.

Articles of amendment under this paragraph are deemed to be authorized by

the authorization of the original filed document or plan to which they relate

and may be filed by the corporation without further action by the board of

directors or the shareholders.