After a corporation has received payment for any of its capital stock, or a nonstock corporation has members:

1. [Permissibility] Amendments are permissible if the amended charter would be lawful as an original charter at the time of the filing of the amendment. The amended charter may contain transitional provisions necessary to effect any change.
2. [Procedure] Amendments require:
   1. [­­stock corporation] If the corporation has capital stock:
      • A board resolution setting forth the amendment, declaring its advisability, and either calling a special stockholder meeting or directing that the amendment be considered at the next annual meeting (the stockholder meeting notice shall set forth the full amendment or a brief summary, unless it constitutes a notice of internet availability of proxy materials under the SEC rules);
      • The affirmative vote of a majority of the outstanding stock, and of a majority of each class entitled to a class vote[1]; and
      • Filing of an amendment certificate in accordance with §103(a)-(d).
   2. [class vote in stock corporation] A class vote is required if the amendment would change
      • the par value of shares of such class;
      • the aggregate number of authorized shares of such class (unless, for shares not outstanding, the current charter provides otherwise); or
      • “the powers, preferences, or special rights of the shares of such class so as to affect them adversely” (but if the change so affects only some of the series of such class, then only these series get a class vote).
   3. [nonstock corporation] If the corporation is a nonstock corporation:
      • A resolution of the governing body approved by a majority of all its members and setting forth the amendment and declaring its advisability; and
      • Filing of an amendment certificate in accordance with §103(a)-(d).

      The charter may additionally require approval by a specified number or percentage of members or a class of members.

   4. [supermajority provisions] If a charter provision requires for some action a greater number or proportion of votes than is required by this title, such provision shall not be amended except by such greater vote.
   5. [board abandonment reservation] The resolution authorizing the amendment may provide that the board or governing body may abandon such amendment at any time prior to the effectiveness of the filing of the certificate.

   [1] Unless otherwise provided in the charter, no stockholder vote is required to change the corporate name; or to delete provisions of the original charter naming incorporators, the initial board, and the original subscribers, or transitional provisions in an amended charter for changes that have become effective.