IC 23-1-27
    Chapter 27. Subsequent Acquisition of Shares by Shareholdersand Corporation

IC 23-1-27-1
Preemptive rights
    Sec. 1. (a) The shareholders of a corporation do not have apreemptive right to acquire the corporation's unissued shares exceptto the extent the articles of incorporation so provide.
    (b) A statement included in the articles of incorporation that "thecorporation elects to have preemptive rights" (or words of similarimport) means that the following principles apply except to theextent the articles of incorporation expressly provide otherwise:
        (1) The shareholders of the corporation have a preemptive right,granted on uniform terms and conditions prescribed by theboard of directors to provide a fair and reasonable opportunityto exercise the right, to acquire proportional amounts of thecorporation's unissued shares upon the decision of the board ofdirectors to issue them.
        (2) A shareholder may waive the preemptive right. A waiverevidenced by a writing is irrevocable even though it is notsupported by consideration.
        (3) There is no preemptive right with respect to:
            (A) shares issued as compensation to directors, officers,agents, or employees of the corporation, its subsidiaries, orits affiliates;
            (B) shares issued to satisfy conversion or option rightscreated to provide compensation to directors, officers,agents, or employees of the corporation, its subsidiaries, orits affiliates;
            (C) shares authorized in articles of incorporation that areissued within six (6) months from the effective date ofincorporation; or
            (D) shares sold otherwise than for money.
        (4) Holders of shares of any class without general voting rightsbut with preferential rights to distributions or assets have nopreemptive rights with respect to shares of any class.
        (5) Holders of shares of any class with general voting rights butwithout preferential rights to distributions or assets have nopreemptive rights with respect to shares of any class withpreferential rights to distributions or assets unless the shareswith preferential rights are convertible into or carry a right tosubscribe for or acquire shares without preferential rights.
        (6) Shares subject to preemptive rights that are not acquired byshareholders may be issued to any person for a period of one (1)year after being offered to shareholders at a consideration set bythe board of directors that is not lower than the considerationset for the exercise of preemptive rights. An offer at a lowerconsideration or after the expiration of one (1) year is subjectto the shareholders' preemptive rights.    (c) For purposes of this section, "shares" includes a securityconvertible into or carrying a right to subscribe for or acquire shares.
As added by P.L.149-1986, SEC.11.

IC 23-1-27-2
Corporation acquiring its own shares
    Sec. 2. (a) A corporation may acquire its own shares. Unless aresolution of the board of directors or the corporation's articles ofincorporation provide otherwise, shares so acquired constituteauthorized but unissued shares.
    (b) If the articles of incorporation prohibit the reissue of acquiredshares, the number of authorized shares is reduced by the number ofshares acquired, effective upon amendment of the articles ofincorporation.
    (c) Articles of amendment for purposes of subsection (b) may beadopted by the board of directors without shareholder action, shallbe delivered to the secretary of state for filing, and shall set forth:
        (1) the name of the corporation;
        (2) the reduction in the number of authorized shares, itemizedby class and series; and
        (3) the total number of authorized shares, itemized by class andseries, remaining after reduction of the shares.
    (d) A corporation has authority to use, hold, acquire, cancel, anddispose of treasury shares (as defined in prior law).
    (e) Unless the board of directors adopts an amendment to thecorporation's articles of incorporation to reduce the number ofauthorized shares, treasury shares of the corporation that arecancelled shall be treated as authorized but unissued shares.
As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987,SEC.6.