(805 ILCS 5/10.15) (from Ch. 32, par. 10.15)
Sec. 10.15.
Amendment by directors.
A majority of the whole board
of directors of a corporation may adopt one or more amendments to its articles
of incorporation without shareholder action:
(a) to remove the names and addresses of the initial directors if such
directors were named in the original articles of incorporation;
(b) to remove the name and address of the initial registered agent or
the address of the initial registered office, if a statement of change is
on file with the Secretary of State;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is adversely
affected.
(d) to split all of the issued and authorized, but
unissued, shares of any class, whether or not any shares of the class are
issued or outstanding, by
multiplying them by a whole number, so long as no class or series of shares
is adversely affected.
(e) to change the corporate name by substituting the word
"corporation",
"incorporated", "company", "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd.", for a similar word or abbreviation in the name, or by
adding a geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation
statement filed with respect to such shares after acquisition by the
corporation
in circumstances in which the articles of incorporation prohibit reissuance
of such shares after acquisition by the corporation; or
(g) to restate its articles of incorporation as currently
amended; such
restated articles supersede the original articles and all amendments thereto.
(Source: P.A. 88-151.)
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