15-3-149. AMENDMENTS TO BYLAWS AND ARTICLES OF CORPORATION WITHOUT MEMBERS.

If a corporation has no members, its board of directors may adopt one or more amendments to the corporation’s bylaws and articles, subject to any approvals required by the articles or bylaws. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 134. The notice must also state that a purpose of the meeting is to consider a proposed amendment to the articles or bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. In addition to any requirements in the bylaws or articles concerning voting on proposed amendments, the amendments must be approved by a majority of the directors in office at the time the amendment is adopted.