§ 23-1-22-4 — Procedures regulating transactions resulting in change of control

Indiana § 23-1-22-4

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 22: Powers and Purposes

Text

(a) In addition to any other provision contained
in its articles of incorporation or bylaws or authorized by any other
provision of this article, a corporation may establish one (1) or more
procedures by which it regulates transactions that would, when
consummated, result in a change of control of such corporation.
(b) For purposes of this section and any procedure established under
this section, "control" means:
(1) for any corporation having one hundred (100) or more
shareholders, the beneficial ownership, or the direct or indirect
power to direct the voting, of no less than ten percent (10%) of the
voting shares of a corporation's outstanding voting shares; and
(2) for any corporation having fewer than one hundred (100)
shareholders, the beneficial ownership, or the direct or indirect
power to direct the voting, of no less than fifty percent (50%) of
the voting shares of the corporation's outstanding voting shares.
(c) A procedure established under this section may be adopted:
(1) in a corporation's original articles of incorporation or bylaws;
(2) by amending the articles of incorporation; or
(3) notwithstanding that a vote of the shareholders would
otherwise be required by any other provision of this article or the
articles of incorporation for the adoption or implementation of all
or any portion of the procedure, by amending the bylaws.

Legislative History

As added by P.L.149-1986, SEC.6.