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Office of the Revisor of Statutes

The certificate of incorporation of a financial corporation organized and existing under the
laws of this state may be amended to change its name; to increase or decrease its capital stock;
to change the number and, subject to section 48.02, the par value of the shares of its capital
stock; to eliminate or limit a director's personal liability; or in respect to another matter which an
original certificate of a corporation of the same kind might lawfully have contained. The change
must be accomplished by the adoption of a resolution specifying the proposed amendment at a
regular meeting or at a special meeting called for that expressly stated purpose, in either of
the following ways:
(1) by a majority vote of all its shares; or
(2) by a majority vote of its entire board of directors within one year after authorization by
specific resolution duly adopted at a meeting of shareholders. The resolution must be included
in a certificate duly executed by its president and secretary, or other presiding and recording
officers, and approved and filed in the manner prescribed for the execution, approval, and filing of
a like original certificate.
History: 2005 c 69 art 1 s 5