KRS 271B.10-070: Restated articles of incorporation.

(1) A corporation's board of directors may restate its articles of incorporation at any

time with or without shareholder action.

(2) The restatement may include one (1) or more amendments to the articles. If the

restatement includes an amendment requiring shar eholder approval, it shall be

adopted as provided in KRS 271B.10-030.

(3) If the board of directors submits a restatement for shareholder action, the

corporation shall notify each shareholder, whether or not entitled to vote, of the

proposed shareholders' meeting in accordance with KRS 271B.7 -050. The notice

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

consider the proposed restatement and contain or be accompanied by a copy of the

restatement that identifies any amend ment or other change it would make in the

articles.

(4) A corporation restating its articles of incorporation shall deliver to the secretary of

state for filing articles of restatement setting forth the name of the corporation and

the text of the restated articles of incorporation together with a certificate setting

forth:

(a) Whether the restatement contains an amendment to the articles requiring

shareholder approval and, if it does not, that the board of directors adopted the

restatement; or

(b) If the restatement contains an amendment to the articles requiring shareholder

approval, the information required by KRS 271B.10-060.

(5) Restated articles of incorporation supersede the original articles of incorporation

and all amendments to them when the restate d articles of incorporation become

effective pursuant to KRS 14A.2-070.

(6) The secretary of state may certify restated articles of incorporation as the articles of

incorporation currently in effect, without including the certificate information

required by subsection (4) of this section.