47-22-28. Approval of restated articles--Contents of articles--Delivery to secretary of state.

Upon approval pursuant to § 47-22-26 or 47-22-27, one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set forth:

(1)    The name of the corporation;

(2)    The period of its duration;

(3)    The purpose or purposes which the corporation is authorized to pursue; and

(4)    Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.

The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.

The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state.

Source: SL 1965, ch 24, § 39; SL 1989, ch 393, § 8.

47-22-28.1. Restated articles may incorporate proposed amendments--Conditions.

When filing restated articles of incorporation with the secretary of state pursuant to § 47-22-28, the restated articles may incorporate proposed amendments if:

(1)    The provisions of §§ 47-22-16 and 47-22-17 have been complied with;

(2)    The information required pursuant to § 47-22-19 accompanies the filing;

(3)    The filing contains a statement that, except for any indicated amendment, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation; and

(4)    The filing contains a statement that the restated articles of incorporation as amended supersede the original articles of incorporation and all previous amendments.

Source: SL 1999, ch 219, § 1.