1. A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder approval, to consolidate all amendments into a single document.
2. If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section 490.1003.
3. A corporation that restates 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 that states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, that also include the statements required under section 490.1006.
4. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.
5. 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 3.
89 Acts, ch 288, §115; 2002 Acts, ch 1154, §60, 125
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