(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officersâ certificate stating: (1) The wording of the amendment or amended articles is in accordance with Section 12507; (2) That the amendment has been approved by the board; (3) If the amendment is one for which the approval of the members (Section 12224) or the approval of 100 percent of the voting power is required, that the amendment was approved by the required vote of members; and (4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment. (b) In the event of an amendment of the articles pursuant to a merger, the filing of the officersâ certificate and agreement pursuant to Section 12535 shall be in lieu of any filing required under this chapter.
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