CHAPTER 8. PROCEDURES FOR AMENDING ARTICLES OF INCORPORATION

IC 27-1-8
    Chapter 8. Procedures for Amending Articles of Incorporation

IC 27-1-8-1
Authority to amend
    Sec. 1. Any corporation may, at any time, amend its articles ofincorporation without limitation so long as the articles as amendedwould have been authorized by this article as original articles, bycomplying with the provisions of this chapter.
(Formerly: Acts 1935, c.162, s.101.) As amended by P.L.252-1985,SEC.32.

IC 27-1-8-2
Proposal of amendment
    Sec. 2. Every amendment to the articles of incorporation shall firstbe proposed by the board of directors, by the adoption of a resolutionsetting forth the proposed amendment and directing that it besubmitted to a vote of the shareholders, members, or policyholdersentitled to vote in respect thereof at a designated meeting of suchshareholders, members, or policyholders which may be an annualmeeting of the shareholders, members, or policyholders or a specialmeeting of the shareholders, members, or policyholders entitled tovote in respect thereof. If the resolution shall direct that the proposedamendment is to be submitted at an annual meeting, notice of thesubmission of the proposed amendment shall be included in thenotice of such annual meeting. If the said resolution shall direct thatthe proposed amendment is to be submitted to a special meeting ofthe shareholders, members, or policyholders entitled to vote thereon,such special meeting shall be called by the resolution proposing theamendment, and notice of such meeting shall be given at the time inthe manner provided in IC 27-1-7-7.
(Formerly: Acts 1935, c.162, s.102.) As amended by P.L.252-1985,SEC.33.

IC 27-1-8-3
Vote of shareholders, policyholders, or members; exceptions;notice of corporation name change
    Sec. 3. (a) Except as provided in subsection (b), an amendment tothe articles of incorporation so proposed shall be submitted to a voteof the shareholders, members, or policyholders at the annual or at thespecial meeting directed by the resolution of the board of directorsproposing the amendment, and the proposed amendment shall beadopted upon receiving the affirmative votes of at least a majority ofthe stock, or such greater portion as the articles of incorporation mayrequire, of the outstanding shares of stock entitled to vote, if a stockcompany; and upon receiving the affirmative votes of at leasttwo-thirds (2/3) of the members or policyholders voting at suchannual or special meeting, if other than a stock company.
    (b) Unless the articles of incorporation provide otherwise, acorporation's board of directors may adopt one (1) or more

amendments to the corporation's articles of incorporation withoutshareholder, member, or policyholder action to:
        (1) extend the duration of the corporation, if the corporationwas incorporated at a time when limited duration was requiredby law;
        (2) delete the names and addresses of the initial directors,officers, or incorporators;
        (3) delete the name and address of the initial registered agent orregistered or principal office, if a statement of change is on filewith the secretary of state;
        (4) change each issued and unissued authorized share of anoutstanding class into a greater number of whole shares or alesser number of whole shares and fractional shares if thecorporation has only shares of that class outstanding;
        (5) reduce the number of authorized shares solely as the resultof a cancellation of treasury shares; or
        (6) change the corporate name, if the new name complies withIC 27-1-6-3.
    (c) If a corporation changes its name under subsection (b)(6), thecorporation shall, not more than thirty (30) days after the effectivedate of the amendment changing the corporate name, mail or delivera written or printed notice of the new corporate name to eachshareholder, member, or policyholder of record of the corporation.
(Formerly: Acts 1935, c.162, s.103.) As amended by P.L.185-1997,SEC.2.

IC 27-1-8-4
Form and content of articles of amendment
    Sec. 4. Upon the proposal and adoption of any amendment to thearticles of incorporation, there shall be executed articles ofamendment setting forth the following:
    (a) The amendment so adopted;
    (b) The manner of its adoption and the vote by which it wasadopted;
    (c) In the case of a stock corporation;
    (1) If the total authorized amount or number of shares is increasedby such amendment, a statement of the shares theretofore authorizedand a statement of the additional shares authorized by theamendment;
    (2) If the total authorized amount or number of shares is reducedby such amendment, a statement of the shares theretofore authorizedand the amount thereof that has been issued, and a statement of thereduction authorized by the amendment and the manner in which thereduction shall be effected; and
    (3) If any change is made in the shares without increasing orreducing the total authorized amount or number of shares, astatement of the shares theretofore authorized and the amount thereofthat has been issued, and a statement of the change to be made by theamendment and the manner in which the change shall be effected.
(Formerly: Acts 1935, c.162, s.104.)
IC 27-1-8-5
Execution and presentation of articles of amendment todepartment
    Sec. 5. The form of the articles of amendment shall be prescribedand furnished by the department. The articles of amendment shall beprepared and signed in triplicate originals by the president or avice-president and by the secretary or an assistant secretary of thecorporation, and shall be acknowledged before a notary public by theofficers signing the articles and shall be presented in triplicateoriginals to the department at its office, for the approval ordisapproval of the department.
(Formerly: Acts 1935, c.162, s.105.)

IC 27-1-8-6
Approval or disapproval of articles of amendment by department
    Sec. 6. The department is hereby authorized to approve ordisapprove such articles of amendment, and the approval of them, ifgiven, shall be evidenced in the manner prescribed in IC 27-1-6-8.
(Formerly: Acts 1935, c.162, s.106.) As amended by P.L.252-1985,SEC.34.

IC 27-1-8-7
Submission of articles of amendment to attorney general
    Sec. 7. In the event the department approves the articles ofamendment, they shall then be submitted to the attorney general forthe state of Indiana who shall examine said articles. And hisapproval, if given, shall be evidenced in the manner provided inIC 27-1-6-9, and he shall return the same to the department.
(Formerly: Acts 1935, c.162, s.107.) As amended by P.L.252-1985,SEC.35.

IC 27-1-8-8
Presentation of articles of amendment to secretary of state; dutiesof secretary of state
    Sec. 8. When the articles of amendment have been approved bythe attorney-general and returned to the department, then thedepartment shall present the same to the secretary of state for thestate of Indiana. If the secretary of state finds that the articlesconform to law, he shall indorse his approval upon each of thetriplicate copies of the articles, and when all fees have been paid asrequired by law, he shall file one (1) copy in his office and shallreturn the other two (2) copies of the articles of amendment bearingthe indorsement of his approval, to the corporation, one (1) of whichcopies the corporation shall file with the department.
(Formerly: Acts 1935, c.162, s.108.)

IC 27-1-8-9
Amended certificate of authority
    Sec. 9. When the provisions of sections 2 through 8 of this chapterhave been complied with, then the commissioner may issue an

amended certificate of authority, which shall license the company totransact the kind or kinds of insurance specified in its articles ofincorporation and in the amendment to its articles of incorporation,and which shall expire at midnight, April 30, next following the dateof issuance.
(Formerly: Acts 1935, c.162, s.109.) As amended by P.L.252-1985,SEC.36.

IC 27-1-8-10
Effect of amendment
    Sec. 10. Upon the issuance of the amended certificate of authorityby the commissioner, the amendment shall become effective and thearticles of incorporation shall be deemed to be amended accordingly.No amendment shall effect any existing cause of action in favor ofor against such corporation, or any pending suit in which suchcorporation shall be a party, or the existing rights of persons otherthan shareholders of a stock company, or the members orpolicyholders in companies other than stock companies; and in theevent the corporate name shall be changed by any amendment, nosuit brought against such corporation under its former name shall beabated for that reason.
(Formerly: Acts 1935, c.162, s.110.)

IC 27-1-8-11
Prerequisites to corporate acts under amendment
    Sec. 11. (a) A corporation whose articles of incorporation havebeen amended in accordance with the provisions of this chapter shallnot exercise any power, right, or authority conferred by, or take anyaction pursuant to, such amendment until:
        (1) the corporation shall have filed one (1) of the triplicatecopies of the articles of amendment, bearing the endorsementof the approval of the secretary of state as provided in section8 of this chapter, for record in the office of the county recorderof the county in which the articles of incorporation of suchcorporation were or should have been filed for record asprovided in IC 27-1-6-13; and
        (2) the company shall have filed a certified copy of suchamended certificate of authority for record with the countyrecorder of the county wherein the principal office is located,which certified copy shall be evidence only that the company isauthorized and licensed to transact the kind or kinds ofinsurance set out therein, for the period stated therein.
    (b) If a corporation exercises any such power, right, or authority,or takes any such action, in violation of this section, the officers anddirectors who participated therein shall be severally liable for anydebts or liabilities of the corporation incurred thereby or arisingtherefrom.
(Formerly: Acts 1935, c.162, s.111.) As amended by P.L.252-1985,SEC.37.
IC 27-1-8-12
Restrictions on amendments; decreasing capital stock
    Sec. 12. A company may amend its articles by providing for adecrease of its capital stock to an amount not less than the minimumcapital required for the kind or kinds of insurance theretoforetransacted by the company. The department shall not approve orissue its certified copy of such amendment to the company if it shallbe of the opinion that the interests of policyholders or creditors maybe prejudiced thereby. No distribution of the assets of the companyshall be made to shareholders upon any such decrease of capitalwhich shall reduce the surplus of its assets over its liabilities,including capital, to less than the minimum surplus required by thisarticle. Upon any such amendment so decreasing the capital, suchcompany may require each shareholder to return his certificate ofstock and accept a new certificate for such proportion of the amountof its original stock as the reduced capital shall bear to the originalcapital.
(Formerly: Acts 1935, c.162, s.113.) As amended by P.L.252-1985,SEC.38.

IC 27-1-8-13
Repealed
    (Repealed by P.L.94-1999, SEC.4.)