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Section: Classification and arrangement; effect on construction

Statute: 15A:9-5

a. A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments which may be adopted concurrently with the restated certificate. b. If the proposed restated certificate merely restates and integrates, but does not substantively amend the certificate of incorporation as theretofore amended, it may be adopted by the board. c. If the proposed restated certificate restates and integrates and also substantively amends the certificate of incorporation as theretofore amended, such restated certificate shall be adopted pursuant to the procedure set forth in section 15A:9-2. d. The restated certificate shall recite that it is a restated certificate and shall contain all provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed except that: (1) It shall state the address of the corporation's then current registered office, and the name of its then current registered agent, and it shall state the number, names and addresses of the trustees constituting its then current board of trustees; (2) It need not include statements as to the incorporator or incorporators or as to the first board of trustees or the first registered office and registered agent; (3) If pursuant to subsection f. of this section, the restated certificate is to become effective subsequent to the time of its filing, it shall state the date when it is to become effective. e. A restated certificate shall be executed on behalf of the corporation, and an original and a copy thereof shall be filed in the office of the Secretary of State. There shall be attached to it and filed therewith a certificate executed on behalf of the corporation and setting forth: (1) The name of the corporation; (2) Whether the corporation has or does not have members; (3) If the restated certificate was adopted by the board and no amendment to the certificate of incorporation is made thereby, the date of adoption by the board; (4) If the restated certificate was adopted by the board and an amendment to the certificate of incorporation is made by the restated certificate, the date of adoption by the board and either the number of trustees of the corporation, the number of trustees voting for and against the restated certificate, respectively, and the number of trustees present at the meeting; or that the amendment was adopted by the unanimous written consent of the trustees without a meeting; or (5) If the restated certificate was adopted by the members, the date of adoption by the members and either the number of members entitled to vote thereon, the number of members voting for and against the adoption, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the adoption respectively and the number of members present at the meeting or that the amendment was adopted by the unanimous written consent of the members without a meeting. f. The restated certificate shall become effective upon the date of filing with the Secretary of State or at a later time, not to exceed 30 days from the date of filing, as may be set forth therein. The Secretary of State shall forward the copy to the Attorney General. A restated certificate adopted in the manner prescribed herein, whether by action of the board or by action of the board and the members, shall supersede for all purposes the original certificate of incorporation and all amendments made prior to the adoption of the restated certificate, and the restated certificate may be separately certified as the certificate of incorporation. L.1983, c. 127, s. 15A:9-5, eff. Oct. 1, 1983.

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