Amended and Restated Non Profit Certificates of Formation

1.
The BOC eliminates the need to provide specific voting information in a certificate of amendment or restated certificate of formation; however, the filing instrument still must provide a statement that the transaction was adopted and approved in the manner provided for in the BOC title governing the entity and by the entity’s governing documents.
2.
The Secretary of State has promulgated a certificate of amendment form (SOS form 424), a form for filing a restated certificate of formation that makes further amendments to the certificate (SOS form 414), and a form for filing a restated certificate of formation that makes no further amendments (SOS form 415). These forms are designed for use by multiple entity types; however, use of these forms is not mandated.
3.
The restated certificate of formation is to be attached to the applicable form as an exhibit. The restated certificate of formation may omit the name and address of each organizer, but must include information relating to the governing authority. In the case of a corporation, the restated certificate of formation must provide the names and addresses of the directors of the corporation. However, the names and addresses of the current board rather than the initial board may be provided.