(a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth: (1) The name of the corporation. (2) The text of each amendment adopted. (3) If the amendment was adopted by the incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted. (4) If the amendment was adopted by the directors without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required. (5) Where the amendment was approved by the shareholders: (i) a statement that the amendment was adopted at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or (ii) a statement that the amendment was adopted by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act. (6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected. (7) If the amendment effects a change in the amount of paid-in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid-in capital as changed by such amendment. (8) If the amendment restates the articles of incorporation, the amendment shall so state and shall set forth: (i) the text of the articles as restated; (ii) 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; (iii) the address of the registered office and the name of the registered agent on the date of filing the restated articles; and (iv) the number of shares of each class issued on the date of filing the restated articles and the amount of paid-in capital as of such date. The articles as restated must include all the information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. (9) If, pursuant to Section 10.35, the amendment is to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective. (10) If the amendment revives the articles of incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: (i) the date the period of duration expired under the articles of incorporation; (ii) a statement that the period of duration will be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and (iii) a statement that the corporation has been in continuous operation since before the date of expiration of its original period of duration. (b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment. incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted. without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required. shareholders: a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act. reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected. of paid-in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid-in capital as changed by such amendment. incorporation, the amendment shall so state and shall set forth: 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; the name of the registered agent on the date of filing the restated articles; and the date of filing the restated articles and the amount of paid-in capital as of such date. information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective. incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: the articles of incorporation; be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and in continuous operation since before the date of expiration of its original period of duration.
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