Friday, August 05, 2005

Amending articles of incorporation

Suppose you are drafting an amendment to the articles of incorporation for a corporate client. Suppose it looks like this:


    This is the Fifth Amendment (the "Amendment") to the articles of incorporation of Raymar, Inc. (the "Articles"), a Delaware corporation, and is dated August 5, 2005.

    The Articles are amended as follows:

    ARTICLE 1. Section 4(b)(3) of the Articles is amended by replacing "December 31, 2005" with "December 31, 2006."

    * * *

Does the use of the word "article" cause any confusion here? The drafter has used it in two senses. We can figure out that the defined term "Articles" is different from the term "ARTICLE," which is used to designate the parts of this amendment.

But isn't there a better way to do this--one that has less risk of confusion? And isn't it a fundamental rule of legal drafting not to use the same word to mean two things?

Couldn't we use "SECTION" instead of "ARTICLE"? Or better yet Section. Or even better, omit the term and just start with "1"?

What do you think?

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