Indiana § 23-1-38-2 Amendments by board of directors without shareholder action

Indiana Statutes

§ 23-1-38-2 — Amendments by board of directors without shareholder action

Indiana·Title 23 BUSINESS AND OTHER ASSOCIATIONS·Art. 1 INDIANA BUSINESS CORPORATION LAW·Ch. 38 Amendment of Articles of Incorporation

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 action to:

(1)extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2)delete the names and addresses of the initial directors;

(3)delete the name and address of the initial registered agent or registered 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)change the corporate name

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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 action to:
(1) extend the duration of the corporation if it was incorporated at
a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) delete the name and address of the initial registered agent or
registered 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) change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or
abbreviation in the name, or by adding, deleting, or changing a
geographical attribution for the name;
(6) reduce the number of authorized shares solely as the result of
a cancellation of treasury shares; or
(7) make any other change expressly permitted by this article to
be made without shareholder action.

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