15-3-150. AMENDMENTS TO BYLAWS AND ARTICLES OF CORPORATIONS WITH MEMBERS.

If the corporation has members, then:

1. Unless this act, the articles, bylaws or the board of directors (acting pursuant to subsection (b) (2) requires a greater vote or voting by class, an amendment to a corporation’s articles or bylaws to be adopted must be approved:
   1. By the board if the corporation is a public benefit corporation and the amendment does not relate to the numbers of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
   2. By the members by two-thirds of the votes cast or by a majority of the voting power, whichever is less; and
   3. In writing by any person or persons whose approval is required by a provision of the articles or bylaws.
2. If the board initiates an amendment to the articles or bylaws, or board approval is required by subsection (1) to adopt an amendment, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.
3. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 119. The notice must state that a purpose of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
4. If the board seeks to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.