Guam § 12108 - Amendment of Articles of Incorporation.

§ 12108. Amendment of Articles of Incorporation.

The articles of incorporation may be amended by the votes of the

stockholders and the members of the corporation, voting separately by

classes, and such amendments shall require approval by the affirmative vote

of two-thirds (2/3) of the votes to which the stockholders shall be entitled

and two-thirds (2/3) of the votes to which the members shall be entitled;

provided that no amendment of the articles of incorporation which is

inconsistent with the general purposes expressed herein or which authorizes

any additional class of capital stock to be issued, or which eliminates or cur-

tails the right of the Director of Revenue and Taxation to examine the

corporation or the obligation of the corporation to make reports as provided

in § 12012, shall be made; and provided further that no amendment of the

articles of incorporation which increases the obligation of a member to

make loans to the corporation, or makes any change in the principal amount,

interest rate, maturity date, or in the security or credit position of any

outstanding loan of a member to the corporation, or affects a member's right

to withdraw from membership as provided herein, or affects a member's

voting rights as provided herein, shall be made without the consent of each

member affected by such amendment.

Within thirty (30) days after any meeting at which an amendment of

the articles of incorporation has been adopted, articles of amendment signed

and sworn to by the president, treasurer and a majority of the directors,

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setting forth such amendment and due adoption thereof, shall be submitted

to the Director of Revenue and Taxation who shall examine them, and if he

finds that they conform to the requirements of this Chapter, shall so certify

and endorse his approval thereon. Thereupon, the articles of amendment

shall be filed in the office of the Director of Revenue and Taxation, and no

such amendment shall take effect until such articles of amendment shall

have been filed as aforesaid.