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 of
incorporation without limitation so long as the articles as amended
would have been authorized by this article as original articles, by
complying 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 first
be proposed by the board of directors, by the adoption of a resolution
setting forth the proposed amendment and directing that it be
submitted to a vote of the shareholders, members, or policyholders
entitled to vote in respect thereof at a designated meeting of such
shareholders, members, or policyholders which may be an annual
meeting of the shareholders, members, or policyholders or a special
meeting of the shareholders, members, or policyholders entitled to
vote in respect thereof. If the resolution shall direct that the proposed
amendment is to be submitted at an annual meeting, notice of the
submission of the proposed amendment shall be included in the
notice of such annual meeting. If the said resolution shall direct that
the proposed amendment is to be submitted to a special meeting of
the shareholders, members, or policyholders entitled to vote thereon,
such special meeting shall be called by the resolution proposing the
amendment, and notice of such meeting shall be given at the time in
the 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 to
the articles of incorporation so proposed shall be submitted to a vote
of the shareholders, members, or policyholders at the annual or at the
special meeting directed by the resolution of the board of directors
proposing the amendment, and the proposed amendment shall be
adopted upon receiving the affirmative votes of at least a majority of
the stock, or such greater portion as the articles of incorporation may
require, of the outstanding shares of stock entitled to vote, if a stock
company; and upon receiving the affirmative votes of at least
two-thirds (2/3) of the members or policyholders voting at such
annual or special meeting, if other than a stock company.
(b) Unless the articles of incorporation provide otherwise, a
corporation's board of directors may adopt one (1) or more
amendments to the corporation's articles of incorporation without
shareholder, member, or policyholder action to:
(1) extend the duration of the corporation, if the corporation
was incorporated at a time when limited duration was required
by 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 or
registered or principal office, if a statement of change is on file
with the secretary of state;
(4) change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares or a
lesser number of whole shares and fractional shares if the
corporation has only shares of that class outstanding;
(5) reduce the number of authorized shares solely as the result
of a cancellation of treasury shares; or
(6) change the corporate name, if the new name complies with
IC 27-1-6-3.
(c) If a corporation changes its name under subsection (b)(6), the
corporation shall, not more than thirty (30) days after the effective
date of the amendment changing the corporate name, mail or deliver
a written or printed notice of the new corporate name to each
shareholder, 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 the
articles of incorporation, there shall be executed articles of
amendment setting forth the following:
(a) The amendment so adopted;
(b) The manner of its adoption and the vote by which it was
adopted;
(c) In the case of a stock corporation;
(1) If the total authorized amount or number of shares is increased
by such amendment, a statement of the shares theretofore authorized
and a statement of the additional shares authorized by the
amendment;
(2) If the total authorized amount or number of shares is reduced
by such amendment, a statement of the shares theretofore authorized
and the amount thereof that has been issued, and a statement of the
reduction authorized by the amendment and the manner in which the
reduction shall be effected; and
(3) If any change is made in the shares without increasing or
reducing the total authorized amount or number of shares, a
statement of the shares theretofore authorized and the amount thereof
that has been issued, and a statement of the change to be made by the
amendment 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 to
department
Sec. 5. The form of the articles of amendment shall be prescribed
and furnished by the department. The articles of amendment shall be
prepared and signed in triplicate originals by the president or a
vice-president and by the secretary or an assistant secretary of the
corporation, and shall be acknowledged before a notary public by the
officers signing the articles and shall be presented in triplicate
originals to the department at its office, for the approval or
disapproval 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 or
disapprove such articles of amendment, and the approval of them, if
given, 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 of
amendment, they shall then be submitted to the attorney general for
the state of Indiana who shall examine said articles. And his
approval, if given, shall be evidenced in the manner provided in
IC 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; duties
of secretary of state
Sec. 8. When the articles of amendment have been approved by
the attorney-general and returned to the department, then the
department shall present the same to the secretary of state for the
state of Indiana. If the secretary of state finds that the articles
conform to law, he shall indorse his approval upon each of the
triplicate copies of the articles, and when all fees have been paid as
required by law, he shall file one (1) copy in his office and shall
return the other two (2) copies of the articles of amendment bearing
the indorsement of his approval, to the corporation, one (1) of which
copies 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 chapter
have been complied with, then the commissioner may issue an
amended certificate of authority, which shall license the company to
transact the kind or kinds of insurance specified in its articles of
incorporation and in the amendment to its articles of incorporation,
and which shall expire at midnight, April 30, next following the date
of 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 authority
by the commissioner, the amendment shall become effective and the
articles of incorporation shall be deemed to be amended accordingly.
No amendment shall effect any existing cause of action in favor of
or against such corporation, or any pending suit in which such
corporation shall be a party, or the existing rights of persons other
than shareholders of a stock company, or the members or
policyholders in companies other than stock companies; and in the
event the corporate name shall be changed by any amendment, no
suit brought against such corporation under its former name shall be
abated 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 have
been amended in accordance with the provisions of this chapter shall
not exercise any power, right, or authority conferred by, or take any
action pursuant to, such amendment until:
(1) the corporation shall have filed one (1) of the triplicate
copies of the articles of amendment, bearing the endorsement
of the approval of the secretary of state as provided in section
8 of this chapter, for record in the office of the county recorder
of the county in which the articles of incorporation of such
corporation were or should have been filed for record as
provided in IC 27-1-6-13; and
(2) the company shall have filed a certified copy of such
amended certificate of authority for record with the county
recorder of the county wherein the principal office is located,
which certified copy shall be evidence only that the company is
authorized and licensed to transact the kind or kinds of
insurance 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 and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 a
decrease of its capital stock to an amount not less than the minimum
capital required for the kind or kinds of insurance theretofore
transacted by the company. The department shall not approve or
issue its certified copy of such amendment to the company if it shall
be of the opinion that the interests of policyholders or creditors may
be prejudiced thereby. No distribution of the assets of the company
shall be made to shareholders upon any such decrease of capital
which shall reduce the surplus of its assets over its liabilities,
including capital, to less than the minimum surplus required by this
article. Upon any such amendment so decreasing the capital, such
company may require each shareholder to return his certificate of
stock and accept a new certificate for such proportion of the amount
of its original stock as the reduced capital shall bear to the original
capital. (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.)
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 of
incorporation without limitation so long as the articles as amended
would have been authorized by this article as original articles, by
complying 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 first
be proposed by the board of directors, by the adoption of a resolution
setting forth the proposed amendment and directing that it be
submitted to a vote of the shareholders, members, or policyholders
entitled to vote in respect thereof at a designated meeting of such
shareholders, members, or policyholders which may be an annual
meeting of the shareholders, members, or policyholders or a special
meeting of the shareholders, members, or policyholders entitled to
vote in respect thereof. If the resolution shall direct that the proposed
amendment is to be submitted at an annual meeting, notice of the
submission of the proposed amendment shall be included in the
notice of such annual meeting. If the said resolution shall direct that
the proposed amendment is to be submitted to a special meeting of
the shareholders, members, or policyholders entitled to vote thereon,
such special meeting shall be called by the resolution proposing the
amendment, and notice of such meeting shall be given at the time in
the 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 to
the articles of incorporation so proposed shall be submitted to a vote
of the shareholders, members, or policyholders at the annual or at the
special meeting directed by the resolution of the board of directors
proposing the amendment, and the proposed amendment shall be
adopted upon receiving the affirmative votes of at least a majority of
the stock, or such greater portion as the articles of incorporation may
require, of the outstanding shares of stock entitled to vote, if a stock
company; and upon receiving the affirmative votes of at least
two-thirds (2/3) of the members or policyholders voting at such
annual or special meeting, if other than a stock company.
(b) Unless the articles of incorporation provide otherwise, a
corporation's board of directors may adopt one (1) or more
amendments to the corporation's articles of incorporation without
shareholder, member, or policyholder action to:
(1) extend the duration of the corporation, if the corporation
was incorporated at a time when limited duration was required
by 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 or
registered or principal office, if a statement of change is on file
with the secretary of state;
(4) change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares or a
lesser number of whole shares and fractional shares if the
corporation has only shares of that class outstanding;
(5) reduce the number of authorized shares solely as the result
of a cancellation of treasury shares; or
(6) change the corporate name, if the new name complies with
IC 27-1-6-3.
(c) If a corporation changes its name under subsection (b)(6), the
corporation shall, not more than thirty (30) days after the effective
date of the amendment changing the corporate name, mail or deliver
a written or printed notice of the new corporate name to each
shareholder, 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 the
articles of incorporation, there shall be executed articles of
amendment setting forth the following:
(a) The amendment so adopted;
(b) The manner of its adoption and the vote by which it was
adopted;
(c) In the case of a stock corporation;
(1) If the total authorized amount or number of shares is increased
by such amendment, a statement of the shares theretofore authorized
and a statement of the additional shares authorized by the
amendment;
(2) If the total authorized amount or number of shares is reduced
by such amendment, a statement of the shares theretofore authorized
and the amount thereof that has been issued, and a statement of the
reduction authorized by the amendment and the manner in which the
reduction shall be effected; and
(3) If any change is made in the shares without increasing or
reducing the total authorized amount or number of shares, a
statement of the shares theretofore authorized and the amount thereof
that has been issued, and a statement of the change to be made by the
amendment 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 to
department
Sec. 5. The form of the articles of amendment shall be prescribed
and furnished by the department. The articles of amendment shall be
prepared and signed in triplicate originals by the president or a
vice-president and by the secretary or an assistant secretary of the
corporation, and shall be acknowledged before a notary public by the
officers signing the articles and shall be presented in triplicate
originals to the department at its office, for the approval or
disapproval 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 or
disapprove such articles of amendment, and the approval of them, if
given, 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 of
amendment, they shall then be submitted to the attorney general for
the state of Indiana who shall examine said articles. And his
approval, if given, shall be evidenced in the manner provided in
IC 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; duties
of secretary of state
Sec. 8. When the articles of amendment have been approved by
the attorney-general and returned to the department, then the
department shall present the same to the secretary of state for the
state of Indiana. If the secretary of state finds that the articles
conform to law, he shall indorse his approval upon each of the
triplicate copies of the articles, and when all fees have been paid as
required by law, he shall file one (1) copy in his office and shall
return the other two (2) copies of the articles of amendment bearing
the indorsement of his approval, to the corporation, one (1) of which
copies 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 chapter
have been complied with, then the commissioner may issue an
amended certificate of authority, which shall license the company to
transact the kind or kinds of insurance specified in its articles of
incorporation and in the amendment to its articles of incorporation,
and which shall expire at midnight, April 30, next following the date
of 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 authority
by the commissioner, the amendment shall become effective and the
articles of incorporation shall be deemed to be amended accordingly.
No amendment shall effect any existing cause of action in favor of
or against such corporation, or any pending suit in which such
corporation shall be a party, or the existing rights of persons other
than shareholders of a stock company, or the members or
policyholders in companies other than stock companies; and in the
event the corporate name shall be changed by any amendment, no
suit brought against such corporation under its former name shall be
abated 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 have
been amended in accordance with the provisions of this chapter shall
not exercise any power, right, or authority conferred by, or take any
action pursuant to, such amendment until:
(1) the corporation shall have filed one (1) of the triplicate
copies of the articles of amendment, bearing the endorsement
of the approval of the secretary of state as provided in section
8 of this chapter, for record in the office of the county recorder
of the county in which the articles of incorporation of such
corporation were or should have been filed for record as
provided in IC 27-1-6-13; and
(2) the company shall have filed a certified copy of such
amended certificate of authority for record with the county
recorder of the county wherein the principal office is located,
which certified copy shall be evidence only that the company is
authorized and licensed to transact the kind or kinds of
insurance 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 and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 a
decrease of its capital stock to an amount not less than the minimum
capital required for the kind or kinds of insurance theretofore
transacted by the company. The department shall not approve or
issue its certified copy of such amendment to the company if it shall
be of the opinion that the interests of policyholders or creditors may
be prejudiced thereby. No distribution of the assets of the company
shall be made to shareholders upon any such decrease of capital
which shall reduce the surplus of its assets over its liabilities,
including capital, to less than the minimum surplus required by this
article. Upon any such amendment so decreasing the capital, such
company may require each shareholder to return his certificate of
stock and accept a new certificate for such proportion of the amount
of its original stock as the reduced capital shall bear to the original
capital. (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.)
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 of
incorporation without limitation so long as the articles as amended
would have been authorized by this article as original articles, by
complying 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 first
be proposed by the board of directors, by the adoption of a resolution
setting forth the proposed amendment and directing that it be
submitted to a vote of the shareholders, members, or policyholders
entitled to vote in respect thereof at a designated meeting of such
shareholders, members, or policyholders which may be an annual
meeting of the shareholders, members, or policyholders or a special
meeting of the shareholders, members, or policyholders entitled to
vote in respect thereof. If the resolution shall direct that the proposed
amendment is to be submitted at an annual meeting, notice of the
submission of the proposed amendment shall be included in the
notice of such annual meeting. If the said resolution shall direct that
the proposed amendment is to be submitted to a special meeting of
the shareholders, members, or policyholders entitled to vote thereon,
such special meeting shall be called by the resolution proposing the
amendment, and notice of such meeting shall be given at the time in
the 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 to
the articles of incorporation so proposed shall be submitted to a vote
of the shareholders, members, or policyholders at the annual or at the
special meeting directed by the resolution of the board of directors
proposing the amendment, and the proposed amendment shall be
adopted upon receiving the affirmative votes of at least a majority of
the stock, or such greater portion as the articles of incorporation may
require, of the outstanding shares of stock entitled to vote, if a stock
company; and upon receiving the affirmative votes of at least
two-thirds (2/3) of the members or policyholders voting at such
annual or special meeting, if other than a stock company.
(b) Unless the articles of incorporation provide otherwise, a
corporation's board of directors may adopt one (1) or more
amendments to the corporation's articles of incorporation without
shareholder, member, or policyholder action to:
(1) extend the duration of the corporation, if the corporation
was incorporated at a time when limited duration was required
by 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 or
registered or principal office, if a statement of change is on file
with the secretary of state;
(4) change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares or a
lesser number of whole shares and fractional shares if the
corporation has only shares of that class outstanding;
(5) reduce the number of authorized shares solely as the result
of a cancellation of treasury shares; or
(6) change the corporate name, if the new name complies with
IC 27-1-6-3.
(c) If a corporation changes its name under subsection (b)(6), the
corporation shall, not more than thirty (30) days after the effective
date of the amendment changing the corporate name, mail or deliver
a written or printed notice of the new corporate name to each
shareholder, 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 the
articles of incorporation, there shall be executed articles of
amendment setting forth the following:
(a) The amendment so adopted;
(b) The manner of its adoption and the vote by which it was
adopted;
(c) In the case of a stock corporation;
(1) If the total authorized amount or number of shares is increased
by such amendment, a statement of the shares theretofore authorized
and a statement of the additional shares authorized by the
amendment;
(2) If the total authorized amount or number of shares is reduced
by such amendment, a statement of the shares theretofore authorized
and the amount thereof that has been issued, and a statement of the
reduction authorized by the amendment and the manner in which the
reduction shall be effected; and
(3) If any change is made in the shares without increasing or
reducing the total authorized amount or number of shares, a
statement of the shares theretofore authorized and the amount thereof
that has been issued, and a statement of the change to be made by the
amendment 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 to
department
Sec. 5. The form of the articles of amendment shall be prescribed
and furnished by the department. The articles of amendment shall be
prepared and signed in triplicate originals by the president or a
vice-president and by the secretary or an assistant secretary of the
corporation, and shall be acknowledged before a notary public by the
officers signing the articles and shall be presented in triplicate
originals to the department at its office, for the approval or
disapproval 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 or
disapprove such articles of amendment, and the approval of them, if
given, 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 of
amendment, they shall then be submitted to the attorney general for
the state of Indiana who shall examine said articles. And his
approval, if given, shall be evidenced in the manner provided in
IC 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; duties
of secretary of state
Sec. 8. When the articles of amendment have been approved by
the attorney-general and returned to the department, then the
department shall present the same to the secretary of state for the
state of Indiana. If the secretary of state finds that the articles
conform to law, he shall indorse his approval upon each of the
triplicate copies of the articles, and when all fees have been paid as
required by law, he shall file one (1) copy in his office and shall
return the other two (2) copies of the articles of amendment bearing
the indorsement of his approval, to the corporation, one (1) of which
copies 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 chapter
have been complied with, then the commissioner may issue an
amended certificate of authority, which shall license the company to
transact the kind or kinds of insurance specified in its articles of
incorporation and in the amendment to its articles of incorporation,
and which shall expire at midnight, April 30, next following the date
of 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 authority
by the commissioner, the amendment shall become effective and the
articles of incorporation shall be deemed to be amended accordingly.
No amendment shall effect any existing cause of action in favor of
or against such corporation, or any pending suit in which such
corporation shall be a party, or the existing rights of persons other
than shareholders of a stock company, or the members or
policyholders in companies other than stock companies; and in the
event the corporate name shall be changed by any amendment, no
suit brought against such corporation under its former name shall be
abated 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 have
been amended in accordance with the provisions of this chapter shall
not exercise any power, right, or authority conferred by, or take any
action pursuant to, such amendment until:
(1) the corporation shall have filed one (1) of the triplicate
copies of the articles of amendment, bearing the endorsement
of the approval of the secretary of state as provided in section
8 of this chapter, for record in the office of the county recorder
of the county in which the articles of incorporation of such
corporation were or should have been filed for record as
provided in IC 27-1-6-13; and
(2) the company shall have filed a certified copy of such
amended certificate of authority for record with the county
recorder of the county wherein the principal office is located,
which certified copy shall be evidence only that the company is
authorized and licensed to transact the kind or kinds of
insurance 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 and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 a
decrease of its capital stock to an amount not less than the minimum
capital required for the kind or kinds of insurance theretofore
transacted by the company. The department shall not approve or
issue its certified copy of such amendment to the company if it shall
be of the opinion that the interests of policyholders or creditors may
be prejudiced thereby. No distribution of the assets of the company
shall be made to shareholders upon any such decrease of capital
which shall reduce the surplus of its assets over its liabilities,
including capital, to less than the minimum surplus required by this
article. Upon any such amendment so decreasing the capital, such
company may require each shareholder to return his certificate of
stock and accept a new certificate for such proportion of the amount
of its original stock as the reduced capital shall bear to the original
capital. (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.)
