KRS 271B.10-030: Amendment by board of directors and shareholders.

(1) A corporation's board of directors may propose one (1) or more amendments to the

articles of incorporation for submission to the shareholders.

(2) For the amendment to be adopted:

(a) The board of directors shall recommend the amendment to the shareholders

unless the board of directors determines that because of conflict of interest or

other special circumstances it should make no recommendation and

communicates the basis for its determination to the shareholders with the

amendment; and

(b) The shareholders entitled to vote on the amendment shall approve the

amendment as provided in subsection (5) of this section.

(3) The board of directors may condition its submission of the proposed amendment on

any basis.

(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the

proposed shareholder's meeting in accordance with KRS 271B.7 -050. The notice of

meeting shall also state that the purpose, or one (1) of the purposes, of the meeting

is to consider the proposed amendment and contain or be accompanied by a copy or

summary of the amendment.

(5) Unless this chapter, the articles of incorporation, or the board of directors (acting

pursuant to subsection (3) of this section) requires a greater vote or a vote by voting

groups, the amendment to be adopted shall be approved by:

(a) A majority of the votes entitled to be cast on the amendment by any voting

group with respect to which the amendment would create dissenters' rights;

and

(b) The votes required by KRS 271B.7-250 and 271B.7-260 by every other voting

group entitled to vote on the amendment.