KRS 271B.10-060: Articles of amendment.

A corporation amending its articles of incorporation shall deliver to the Secretary of State

for filing articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) If an amendment provides for an exchan ge, reclassification, or cancellation of

issued shares, provisions for implementing the amendment if not contained in the

amendment itself;

(4) The date of each amendment's adoption;

(5) If an amendment was adopted by the incorporators or board of director s without

shareholder action, a statement to that effect and that shareholder action was not

required; and

(6) If an amendment was approved by the shareholders:

(a) The designation, number of outstanding shares, number of votes entitled to be

cast by each voting group entitled to vote separately on the amendment, and

number of votes of each voting group indisputably represented at the meeting;

and

(b) Either the total number of votes cast for and against the amendment by each

voting group entitled to vote s eparately on the amendment or the total number

of undisputed votes cast for the amendment by each voting group and a

statement that the number cast for the amendment by each voting group was

sufficient for approval by that voting group.

(7) If the amendmen t includes language converting the corporation into a nonprofit,

nonstock corporation under KRS 273.161 to 273.387, the conversion shall be

effective upon the filing of the amendment with the Secretary of State, and, upon

filing, the Secretary of State sha ll immediately forward a copy of the amendment to

the commissioner of revenue.