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(a) If a corporation has no members, its board of directors may adopt amendments to the bylaws and articles of incorporation, subject to any approvals required thereby.

(b) The corporation will provide notice of any meeting at which an amendment is to be voted on. The notice must disclose that a purpose of the meeting is to consider a proposed amendment to the articles of incorporation or bylaws; and must either contain, or be accompanied by, a copy or summary of the amendment; or state the general nature of the amendment.

(c) All amendments must be approved by a majority of the directors in office at the time the amendment is adopted.

(d) If the corporation has members, an amendment must be approved:

(1) By the board of directors if the corporation is a public benefit corporation, and the amendment does not relate to the number of directors, the composition of the board of directors, the term of office of directors, or the method or way in which directors are elected or selected; and/or

(2) By two-thirds of the votes cast from members entitled to vote; and

(3) By a writing by any person(s) whose approval is required by the articles of incorporation or bylaws. [Ord. 18 Part VI § 19, adopted, 10/7/2008.]