{"data":{"id":"us-ky/krs-271b.10-030","jurisdiction":"us-ky","citation":"KRS 271B.10-030","heading":"Amendment by board of directors and shareholders.","body":"(1) A corporation's board of directors may propose one (1) or more amendments to the\narticles of incorporation for submission to the shareholders.\n(2) For the amendment to be adopted:\n(a) The board of directors shall recommend the amendment to the shareholders\nunless the board of directors determines that because of conflict of interest or\nother special circumstances it should make no recommendation and\ncommunicates the basis for its determination to the shareholders with the\namendment; and\n(b) The shareholders  entitled to vote on the amendment shall approve the\namendment as provided in subsection (5) of this section.\n(3) The board of directors may condition its submission of the proposed amendment on\nany basis.\n(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the\nproposed shareholder's meeting in accordance with KRS 271B.7 -050. The notice of\nmeeting shall also state that the purpose, or one (1) of the purposes, of the meeting\nis to consider the proposed amendment and contain  or be accompanied by a copy or\nsummary of the amendment.\n(5) Unless this chapter, the articles of incorporation, or the board of directors (acting\npursuant to subsection (3) of this section) requires a greater vote or a vote by voting\ngroups, the amendment to be adopted shall be approved by:\n(a) A majority of the votes entitled to be cast on the amendment by any voting\ngroup with respect to which the amendment would create dissenters' rights;\nand\n(b) The votes required by KRS 271B.7-250 and 271B.7-260 by every other voting\ngroup entitled to vote on the amendment.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13409","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"44e8713b21ebebd9819704a6ec3925e5f13124f0df7036758df8ee6dc9dfe522","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.10-020","next":"us-ky/krs-271b.10-040"},"notice":"GroundRules: Original legal text. Not legal advice."}