Guam § 281003 - Amendment by Board of Directors and Shareholders.

§ 281003. Amendment by Board of Directors and Shareholders.

If a corporation has issued shares, an amendment to the articles of

incorporation shall be adopted in the following manner:

(a) The proposed amendment must be adopted by the board of

directors.

(b) Except as provided in § 281005 after adopting the proposed

amendment the board of directors must submit the amendment to the

shareholders for their approval. The board of directors must also

transmit to the shareholders a recommendation that the shareholders

approve the amendment, unless the board of directors makes a

determination that because of conflicts of interest or other special

circumstances it should not make such a recommendation, in which

case the board of directors must transmit to the shareholders the basis

for that determination.

(c) The board of directors may condition its submission of the

amendment to the shareholders on any basis.

(d) If the amendment is required to be approved by the

shareholders, and the approval is to be given at a meeting, the

corporation must notify each shareholder, whether or not entitled to

vote, of the meeting of shareholders at which the amendment is to be

submitted for approval. The notice must state that the purpose, or one

of the purposes, of the meeting is to consider the amendment and must

contain or be accompanied by a copy of the amendment.

(e) Unless the articles of incorporation, or the board of directors

acting pursuant to subsection (c), requires a greater vote or a greater

number of shares to be present, approval of the amendment requires the

approval of the shareholders at a meeting at which a quorum consisting

of at least a majority of the votes entitled to be cast on the amendment

exists, and, if any class or series of shares is entitled to vote as a

separate group on the amendment, except as provided in § 281004(c),

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the approval of each such separate voting group at a meeting at which a

quorum of the voting group consisting of at least a majority of the votes

entitled to be cast on the amendment by that voting group exists.