FORM NFP 110.30R (rev. Dec. 2003) ARTICLES OF AMENDMENT RESTATED ARTICLES OF INCORPORATION General Not For Profit Corporation Act Jesse White, Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to the Secretary of State.
_________________________________ File #__________________________
Filing Fee: $100.00
--------------------Submit in duplicate --------------Type or Print clearly in black ink--------------Do not write above this line--------------------
Corporate name (Note 1): _______________________________________________________________________ Manner of adoption of amendment: The following amendment to the Articles of Incorporation was adopted on _________________________ in the manner (Month, Day & Year) indicated below (Check one only): _____ By affirmative vote of a majority of the directors in office, at a meeting of the board of directors, in accordance with Section 110.15. (Note 2) By written consent, signed by all the directors in office, in compliance with Sections 110.15 and 108.45 (Note 3) By members at a meeting of members entitled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation or the bylaws, in accordance with Section 110.20. (Note 4) By written consent signed by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Sections 107.10 and 110.20. (Note 5)
3(a). List all provisions of the restated articles of incorporation that amend the existing articles of incorporation. (Attach additional pages if extra space is needed.)
3(b). Text of the Restated Articles of Incorporation (Note 6) (Attach additional pages if extra space is needed.)
The undersigned corporation has caused these articles to be signed by a duly authorized officer, who affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.)
(Month & Day) (Any Authorized Officer's Signature) (Print Name and Title) (Year)
(Exact Name of Corporation)
If there are no duly authorized officers, then the persons designated under Section 101.10(b)(2) must sign below and print name and title. The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated ___________________________ (Month, Day & Year) Signature _______________________________________ _______________________________________ _______________________________________ _______________________________________ Print Name and Title _______________________________________ _______________________________________ _______________________________________ _______________________________________
Note 1: Note 2: Note 3: Note 4:
NOTES State the true and exact corporate name as it appears on the records of the Secretary of State, BEFORE any amendment herein reported. Directors may adopt amendments without member approval only when the corporation has no members, or no members entitled to vote pursuant to §110.15 Director approval may be (1) by vote at a director's meeting (either annual or special) or (2) by consent, in writing, without a meeting. All amendments not adopted under Sec. 110.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the members approve the amendment. Member approval may be (1) by vote at a members meeting (either annual or special) or (2) by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding members entitled to vote on the amendment, (but if class voting applies, then also at least a 2/3 vote within each class is required). The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding votes of such members entitled to vote and not less than a majority within each when class voting applies. (Sec. 110.20)
When member approval is by written consent, all members must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, members who have not signed the consent must be promptly notified of the passage of the amendment. (Sec. 107.10 & 110.20) The text of the restated articles of incorporation must set forth the following: (i) The date of incorporation, the name under which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments; (ii) the address of the registered office and the name of the registered agent on the date of filing the restated articles of incorporation. If the registered agent and/or registered office have changed, it will be necessary to accompany this document with form NFP 105.10.