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LIMITATIONS on power of self-amendment

(1)[Sec. 16] MUST be for a legitimate purpose


(2)[Sec. 16] MUST be with 2/3s vote or written assent of members/OCS.
No meeting required except increase/decrease ACS and extension or
shortening of corporate life under Secs 37 & 38
(3)MUST be exercised in GOOD FAITH and not merely to defraud or
prejudice the minority.
(4)[Sec. 81] Appraisal right recognized when amended has the effect of
changing or restricting the rights of any SH or class shares
(5)[Sec. 11] extention of term CANNOT exceed 50 years at a time.
(6)[Sec. 46] amended articles DULY certified, FILED with the SEC.
Additional for corp/s governmed by special laws: certificate from
appropriate government agencies that the amendment is in
accordance with law.
(7)Both original and amended articles, together, should contain all
contents under Secs 14 & 15.
(8)[Sec. 42] In adding a purpose ENTIRELY DIFFERENT from original one,
before investing in another company, SH approval is needed

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