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. (5)If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document,and that fact is not ascertainable by reference to a source described in subsection (k)(2)(i)or a document that is a matter of public record,or the affected shareholders have not received notice of the fact from the corporation,then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes.Articles of amendment under this subsection(k)(5)are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. CROSS-REFERENCES Certificate of existence for foreign corporation,see 15.03. Corporate name,see ch.4,Section 15.06. Correcting filed document,see 1.24. Deliver,”see§1.40. Effective time and date of filing,see 1.23 “Electronic transmission,”see§1.40. Filing fees,.see§l.22 Forms,,see§1.21. Penalty for filing false document,see 1.29. Secretary of corporation,see 1.40. Secretary of state's filing duty,see 1.25. Sign,”see§1.40. Terms of classes or series of shares,see $6.02(d). Terms of merger,see 11.02(d). Terms of share exchange,see 11.03(d) §1.21.FORMS (a)The secretary of state may prescribe and furnish on request forms for:(1)an application for a certificate of existence,(2)a foreign corporation's application for a certificate of authority to transact business in this state,(3)a foreign corporation's application for a certificate of withdrawal,and(4)the annual report.If the secretary of state so requires,use of these forms is mandatory. (b)The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this Act but their use is not mandatory. CROSS-REFERENCES Annual report,see 16.21. Application for certificate of authority,see $15.03. Application for certificate of withdrawal,see 15.20 Certificate of existence,see 1.28. Effective time and date of filing,see 1.23. Filing fees,see 1.22. Filing requirements,see 1.20. 5MODEL 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. 5 (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subsection (k)(2)(i) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subsection (k)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. CROSS-REFERENCES Certificate of existence for foreign corporation, see § 15.03. Corporate name, see ch. 4, Section 15.06. Correcting filed document, see § 1.24. “Deliver,” see § 1.40. Effective time and date of filing, see § 1.23. “Electronic transmission,” see § 1.40. Filing fees, see § 1.22. Forms, see § 1.21. Penalty for filing false document, see § 1.29. Secretary of corporation, see § 1.40. Secretary of state’s filing duty, see § 1.25. “Sign,” see § 1.40. Terms of classes or series of shares, see § 6.02(d). Terms of merger, see § 11.02(d). Terms of share exchange, see § 11.03(d). § 1.21. FORMS (a) The secretary of state may prescribe and furnish on request forms for: (1) an application for a certificate of existence, (2) a foreign corporation’s application for a certificate of authority to transact business in this state, (3) a foreign corporation’s application for a certificate of withdrawal, and (4) the annual report. If the secretary of state so requires, use of these forms is mandatory. (b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this Act but their use is not mandatory. CROSS-REFERENCES Annual report, see § 16.21. Application for certificate of authority, see § 15.03. Application for certificate of withdrawal, see § 15.20. Certificate of existence, see § 1.28. Effective time and date of filing, see § 1.23. Filing fees, see § 1.22. Filing requirements, see § 1.20