123.45. The by-law contemplating the amendment of the articles of the company must be confirmed by the vote of at least two-thirds in value of the shares represented by the shareholders present at a special general meeting called by a notice setting out the proposed amendment.
The by-law must authorize one of the directors to sign the articles of amendment.
The board of directors may, if so authorized by the by-law provided for in this section, annul the by-law before it is acted upon.