MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. 1.02.RESERVATION OF POWER TO AMEND OR REPEAL The [name of state legislature]has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal CROSS-REFERENCES Application of Act to existing domestic corporation,see 17.01. Application of Act to existing qualified foreign corporation,see 17.02. Effective date of Act,see 17.06. Saving provisions,see 17.03. Subchapter B. FILING DOCUMENTS 1.20.REQUIREMENTS FOR DOCUMENTS:EXTRINSIC FACTS (a)A document must satisfy the requirements of this section,and of any other section that adds to or varies these requirements,to be entitled to filing by the secretary of state. (b)This Act must require or permit filing the document in the office of the secretary of state. (c)The document must contain the information required by this Act.It may contain other information as well. (d)The document must be typewritten or printed or,if electronically transmitted,it must be in a format that can be retrieved or reproduced in typewritten or printed form. (e)The document must be in the English language.A corporate name need not be in English if written in English letters or Arabic or Roman numerals,and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f)The document must be executed: (1)by the chairman of the board of directors of a domestic or foreign corporation,by its president,or by another of its officers; (2)if directors have not been selected or the corporation has not been formed,by an incorporator;or (3)if the corporation is in the hands of a receiver,trustee,or other court-appointed fiduciary, by that fiduciary. (g)The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs.The document may but need not contain a corporate seal, attestation,acknowledgment or verification.MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 3 § 1.02. RESERVATION OF POWER TO AMEND OR REPEAL The [name of state legislature] has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal. CROSS-REFERENCES Application of Act to existing domestic corporation, see § 17.01. Application of Act to existing qualified foreign corporation, see § 17.02. Effective date of Act, see § 17.06. Saving provisions, see § 17.03. Subchapter B. FILING DOCUMENTS § 1.20. REQUIREMENTS FOR DOCUMENTS; EXTRINSIC FACTS (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (b) This Act must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by this Act. It may contain other information as well. (d) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification