CHAPTER 18. AMENDMENT OF BYLAWS

IC 23-17-18
    Chapter 18. Amendment of Bylaws

IC 23-17-18-1
Amendment or repeal by directors; notice
    Sec. 1. (a) A board of directors may amend or repeal acorporation's bylaws unless:
        (1) articles of incorporation;
        (2) bylaws; or
        (3) this article;
provide otherwise, subject to approval required under IC 23-17-17-1.However, until the directors have been chosen, the incorporatorshave power to amend or repeal the bylaws. This section is subject tothe class voting rules under section 2 of this chapter.
    (b) The corporation must provide notice of any meeting ofdirectors at which an amendment is to be approved. The notice mustdo 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 bylaws.
        (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.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.

IC 23-17-18-2
Class voting
    Sec. 2. (a) The members of a class in a public benefit corporationmay vote as a separate voting group on a proposed amendment to thebylaws if the amendment would change the rights of that class as tovoting in a manner different than the amendment affects anotherclass 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 thebylaws if the amendment would do the following:
        (1) Affect the rights, privileges, preferences, restrictions, orconditions of the class as to voting, dissolution, redemption, ortransfer of memberships in a manner different than theamendment would affect another class.
        (2) Change the rights, privileges, preferences, restrictions, orconditions of the class as to voting, 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, reclassification, or termination of all orpart of the memberships of the class.
        (6) Authorize a new class of memberships.
    (c) The members of a class of a religious corporation may vote as

a separate voting group on a proposed amendment to the bylaws onlyif a class vote is provided for in articles of incorporation or bylaws.
    (d) If:
        (1) a class is to be divided into at least two (2) classes asapproved by the members of each class that would be created bythe amendment; and
        (2) a class vote is required to approve an amendment to thebylaws;
the amendment must be approved by the members of the class by amajority of the votes cast by the class.
    (e) A class of members has the voting rights granted by thissection although the articles of incorporation and bylaws provide thatthe class may not vote on the proposed amendment.
As added by P.L.179-1991, SEC.1.