The West Virginia Amendment to Articles of Incorporation is a legal document that allows a company to modify the terms of its authorized preferred stock. This amendment serves as a means for companies to adapt and adjust their capital structure to meet changing business needs or market conditions. By changing the terms of the authorized preferred stock, companies can alter factors such as dividend rates, conversion rights, voting privileges, and liquidation preferences associated with this class of stock. In West Virginia, there are primarily two types of amendments commonly used to change the terms of authorized preferred stock: the Amendment by Directors and the Amendment by Shareholders. 1. Amendment by Directors: This type of amendment empowers the board of directors to modify the terms of the authorized preferred stock without seeking approval from the shareholders. Through this approach, the board can respond swiftly to internal or external factors that necessitate alterations to the preferred stock's characteristics. The directors can discuss and propose changes during a board meeting, update the Articles of Incorporation, and file the Amendment with the West Virginia Secretary of State. 2. Amendment by Shareholders: In some cases, the company's bylaws or the West Virginia Business Corporation Act may require shareholder approval for specific changes to the authorized preferred stock. This process involves calling a special meeting of the shareholders, providing them with relevant information about the proposed changes, and obtaining their consent through a vote. If the majority of the shareholders approve the amendment, the company can then file the necessary paperwork to update the Articles of Incorporation accordingly. The West Virginia Amendment to Articles of Incorporation to change the terms of the authorized preferred stock requires several key details to be addressed. These include: 1. Identification of the company: The document should include the legal name and registered address of the corporation, ensuring accuracy and clarity in identifying the company seeking the amendment. 2. Specific amendments to be made: The precise changes to the authorized preferred stock should be clearly outlined. This may include modifying dividend rates, conversion ratios, liquidation preferences, redemption provisions, voting rights, or any other aspect pertaining to the preferred stock. 3. Voting requirements: If a shareholder vote is necessary, the document should explain the required majority or super majority vote threshold to achieve approval. 4. Date and signatures: The Amendment to Articles of Incorporation should be dated and signed by an authorized representative of the company. This ensures the document's validity and compliance with legal requirements. By following the necessary legal procedures and filing the Amendment to Articles of Incorporation with the West Virginia Secretary of State, a company can change the terms of its authorized preferred stock, enabling it to adapt to changing market conditions or business needs.