CHAPTER 17. AMENDMENT OF ARTICLES OF INCORPORATION
IC 23-17-17
Chapter 17. Amendment of Articles of Incorporation
IC 23-17-17-1
Written approval by specified person
Sec. 1. Articles of incorporation may require an amendment to thearticles of incorporation or bylaws to be approved in writing by aspecified person other than the board of directors. The requirementmay only be amended with the approval in writing of the person.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-2
Termination, redemption, or cancellation of members or class ofmembers of public benefit or mutual benefit corporation
Sec. 2. (a) An amendment to articles of incorporation or bylawsof a public benefit or mutual benefit corporation that would terminateall members or a class of members or redeem or cancel allmemberships or a class of memberships must meet the requirementsof this article.
(b) Before adopting a resolution proposing an amendment underthis section, the board of directors of a mutual benefit corporationmust give notice of the general nature of the amendment to themembers.
(c) After adopting a resolution proposing an amendment underthis section, the notice to members proposing the amendment mustinclude a statement of not more than five hundred (500) wordsopposing the proposed amendment if the statement is submitted by:
(1) five (5) members; or
(2) members having at least three percent (3%) of the votingpower;
whichever is less, not later than twenty (20) days after the board ofdirectors has voted to submit the amendment to the members forapproval. In a public benefit corporation, the production and mailingcosts shall be paid by the requesting members. In a mutual benefitcorporation, the production and mailing costs shall be paid by thecorporation.
(d) An amendment under this section must be approved by themembers by a majority of the votes cast by each class.
(e) IC 23-17-8-2 does not apply to an amendment under thissection meeting the requirements of this article.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.119.
IC 23-17-17-3
Adding or changing required or permitted provision; deletingprovision not required
Sec. 3. (a) A corporation may amend the corporation's articles ofincorporation to do any of the following:
(1) Add or change a provision that is required or permitted inthe articles. (2) Delete a provision not required in the articles.
(b) Whether a provision is required or permitted in the articlesmust be determined as of the effective date of the amendment.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-4
Adoption by board of directors without member approval;amendments adopted by incorporators
Sec. 4. (a) Unless articles of incorporation provide otherwise, acorporation's board of directors may adopt at least one (1)amendment to the corporation's articles without member approval todo the following:
(1) To extend the duration of the corporation that wasincorporated at a time when limited duration was required bylaw.
(2) To delete the names and addresses of the initial directorsand incorporators.
(3) To delete the name and address of the initial registeredagent or registered office if a statement of change is on file withthe secretary of state.
(4) To change the corporate name by substituting the word"corporation", "incorporated", "company", "limited", or theabbreviation "corp.", "inc.", "co.", or "ltd.", for a similar wordor abbreviation in the name or by adding, deleting, or changinga geographical attribution to the name.
(5) To delete a mailing address if an annual report has beenfiled with the secretary of state.
(6) To include a statement identifying the corporation as apublic benefit, mutual benefit, or religious corporation.
(7) To make any other change expressly permitted by thisarticle to be made by director action.
(b) If a corporation has no members, the corporation'sincorporators may, until directors have been chosen and then thecorporation's board of directors, adopt amendments to thecorporation's articles of incorporation subject to any approvalrequired under section 1 of this chapter. The amendment must beapproved by a majority of the directors in office or, if the directorshave not yet been chosen, by a majority of the incorporators, at thetime the amendment is adopted. The corporation shall provide noticeof a meeting at which an amendment is to be voted upon. The noticemust do the following:
(1) Be in accordance with IC 23-17-15-3.
(2) State that the purpose of the meeting is to consider aproposed amendment to the articles of incorporation.
(3) Contain or be accompanied by a copy or summary of theamendment or state the general nature of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.120; P.L.96-1993, SEC.11.
IC 23-17-17-5 Approval by board of directors, members, and person whoseapproval is required; initiation of amendment by board ofdirectors; approval at membership meeting; notice; approval bywritten consent or ballot; amendment summary
Sec. 5. (a) Unless this article, articles of incorporation, bylaws, orthe board of directors acting under subsection (b) require a greatervote or voting by class, an amendment to a corporation's articles ofincorporation to be adopted must be approved as follows:
(1) By the board of directors.
(2) Except as provided in section 4(a) of this chapter, by themembers by a majority of the votes cast.
(3) In writing by a person whose approval is required by aprovision of the articles of incorporation authorized undersection 1 of this chapter.
(b) Unless articles of incorporation provide otherwise,amendments to the articles of incorporation must be initiated by theboard of directors. The board of directors may condition anamendment's adoption on receipt of a higher percentage ofaffirmative votes of the members or another basis.
(c) If a board of directors seeks to have an amendment approvedby the members at a membership meeting, the corporation shall givenotice to the corporation's members of the proposed membershipmeeting in writing in accordance with IC 23-17-10-5. The noticemust do the following:
(1) State that the purpose of the meeting is to consider theproposed amendment.
(2) Contain or be accompanied by a copy or summary of theamendment.
(d) If a board of directors seeks to have an amendment approvedby the members by written consent or written ballot, the materialsoliciting the approval must contain or be accompanied by a copy orsummary of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.121.
IC 23-17-17-6
Public benefit, mutual benefit, or religious corporation; vote bymembers of class
Sec. 6. (a) The members of a class in a public benefit corporationmay vote as a separate voting group on a proposed amendment to thearticles of incorporation if the amendment would change the rightsof the class as to voting in a manner different than the amendmentaffects another class or members of another class.
(b) The members of a class in a mutual benefit corporation mayvote as a separate voting group on a proposed amendment to thearticles of incorporation if the amendment would do any of thefollowing:
(1) Affect the rights, privileges, preferences, restrictions, orconditions of the class as to voting, dissolution, redemption, ortransfer of memberships in a manner different than the
amendment would affect another class.
(2) Change the rights, privileges, preferences, restrictions, orconditions of the class as to voting, dissolution, redemption, ortransfer by changing the rights, privileges, preferences,restrictions, or conditions of another class.
(3) Increase or decrease the number of memberships authorizedfor the class.
(4) Increase the number of memberships authorized for anotherclass.
(5) Effect an exchange, a reclassification, or the termination ofthe memberships of the class.
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation may vote asa separate voting group on a proposed amendment to the articles ofincorporation only if a class vote is provided for in articles ofincorporation or bylaws.
(d) If a class is to be divided into two (2) or more classes as aresult of an amendment to the articles of incorporation of a publicbenefit or mutual benefit corporation, the amendment must beapproved by the members of each class that would be created by theamendment.
(e) Except as provided in articles of incorporation or bylaws of areligious corporation, if a class vote is required to approve anamendment to the articles of incorporation of a corporation, theamendment must be approved by the members of the class by amajority of the votes cast by the class.
(f) A class of members of a public benefit or mutual benefitcorporation may have the voting rights granted by this sectionalthough articles of incorporation and bylaws provide that the classmay not vote on the proposed amendment.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-7
Delivery to secretary of state of articles of amendment; amendmentchanging corporate name
Sec. 7. (a) A corporation amending the corporation's articles ofincorporation must deliver to the secretary of state articles ofamendment setting forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) The text of each amendment adopted.
(4) The date of each amendment's adoption.
(5) If approval of members was not required, a statement to thateffect and a statement that the amendment was approved by asufficient vote of the board of directors or incorporators.
(6) If approval by members was required, the following:
(A) The designation, number of memberships outstanding,number of votes entitled to be cast by each class entitled tovote separately on the amendment, and number of votes ofeach class indisputably voting on the amendment. (B) Either:
(i) the total number of votes cast for and against theamendment by each class entitled to vote separately on theamendment; or
(ii) the total number of undisputed votes cast for theamendment by each class and a statement that the numbercast for the amendment by each class was sufficient forapproval by that class.
(7) If approval of the amendment was by a person other than themembers, a statement under section 1 of this chapter that theapproval was obtained.
(b) If a corporation amends the corporation's articles ofincorporation to change the corporation's corporate name, thecorporation may, after the amendment has become effective, file:
(1) for record with the county recorder of each county inIndiana in which the corporation has real property; and
(2) at the time the amendment becomes effective;
a file-stamped copy of the articles of amendment. The validity of achange in name is not affected by a corporation's failure to record thearticles of amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.122.
IC 23-17-17-8
Restatement of articles of incorporation; amendment of articlesincluded in restatement; approval
Sec. 8. (a) A corporation's board of directors may restate thecorporation's articles of incorporation with or without approval bymembers or another person.
(b) A restatement may include amendments to the articles ofincorporation. If the restatement includes an amendment requiringapproval by the members or another person, the amendment must beadopted under section 5 of this chapter.
(c) If a restatement includes an amendment requiring approval bymembers, the board of directors must submit the restatement to themembers for approval.
(d) If a board of directors seeks to have a restatement approved bythe members at a membership meeting, the corporation shall notifyeach of the corporation's members of the proposed membershipmeeting in writing under IC 23-17-10-5. The notice must do thefollowing:
(1) State that the purpose of the meeting is to consider theproposed restatement.
(2) Contain or be accompanied by a copy or summary of therestatement that identifies amendments or other changes therestatement would make in the articles of incorporation.
(e) If a board of directors seeks to have a restatement approved bythe members by written ballot or written consent, the materialsoliciting the approval must contain or be accompanied by a copy orsummary of the restatement that identifies amendments or other
changes the restatement would make in the articles of incorporation.
(f) A restatement requiring approval by the members must beapproved by the same vote as an amendment to articles ofincorporation under section 5 of this chapter.
(g) If a restatement includes an amendment requiring approvalunder section 1 of this chapter, the board of directors must submit therestatement for approval.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.123.
IC 23-17-17-9
Articles of restatement; delivery to secretary of state; statementsrequired to be included; effect of restated articles; certification bysecretary of state
Sec. 9. (a) A corporation restating the corporation's articles ofincorporation shall deliver to the secretary of state articles ofrestatement setting forth the name of the corporation and the text ofthe restated articles of incorporation together with a certificatesetting forth the following:
(1) Whether the restatement contains an amendment to thearticles of incorporation requiring approval by the members oranother person other than the board of directors and, if therestatement does not, that the board of directors adopted therestatement.
(2) If the restatement contains an amendment to the articles ofincorporation requiring approval by the members, theinformation required under section 7 of this chapter.
(3) If the restatement contains an amendment to the articles ofincorporation requiring approval by a person whose approval isrequired under section 1 of this chapter, a statement that theapproval was obtained.
(b) The restatement of articles of incorporation must include allstatements required to be included in original articles ofincorporation except that no statement is required to be made withrespect to the following:
(1) The names and addresses of the incorporators or the initialor present registered office or agent.
(2) The mailing address of the corporation if an annual reporthas been filed with the secretary of state.
(c) Duly adopted restated articles of incorporation supersede theoriginal articles of incorporation and all amendments to the originalarticles of incorporation.
(d) The secretary of state may certify restated articles ofincorporation as the articles of incorporation currently in effectwithout including the certificate information required undersubsection (a).
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.124.
IC 23-17-17-10 Amendment of articles of incorporation to carry outreorganization plan
Sec. 10. (a) A corporation's articles of incorporation may beamended without approval:
(1) of the board of directors;
(2) by the members; or
(3) as required by section 1 of this chapter;
to carry out a plan of reorganization ordered by a court of competentjurisdiction under federal statute if the articles of incorporation afteramendment contain only provisions required or permitted underIC 23-17-3-2.
(b) An individual designated by a court shall deliver to thesecretary of state articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The text of each amendment approved by the court.
(3) The date of the court's order or decree approving the articlesof amendment.
(4) The title of the reorganization proceeding in which the orderor decree was entered.
(5) A statement that the court had jurisdiction of the proceedingunder federal statute.
(c) This section does not apply after entry of a final decree in thereorganization proceeding even though the court retains jurisdictionof the proceeding for limited purposes unrelated to consummation ofthe reorganization plan.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.125.
IC 23-17-17-11
Rights, claims, proceedings, and limitations not affected byamendment to articles or by change of corporate name
Sec. 11. (a) An amendment to articles of incorporation does notaffect the following:
(1) A proceeding to which the corporation is a party in a causeof action existing against or in favor of the corporation.
(2) A requirement or limitation imposed upon the corporationor any property held by the corporation by virtue of any trustupon which the property is held by the corporation.
(3) The existing rights of persons other than members of thecorporation.
(b) An amendment changing a corporation's name does not abatea proceeding brought by or against the corporation in thecorporation's former name.
As added by P.L.179-1991, SEC.1.