§ 23-1-38-3 — Proposal of amendment for submission to shareholders; procedure for adoption

Indiana § 23-1-38-3

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

Text

(a) A corporation's board of directors may
propose one (1) or more amendments to the articles of incorporation for
submission to the shareholders.
(b) For the amendment to be adopted:
(1) the board of directors must recommend the amendment to the
shareholders unless the board of directors determines that because
of conflict of interest or other special circumstances it should
make no recommendation and communicates the basis for its
determination to the shareholders with the amendment; and
(2) the shareholders entitled to vote on the amendment must
approve the amendment as provided in subsection (e).
(c) The board of directors may condition its submission of the
proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in accordance
with IC 23-1-29-5. The notice of meeting must also state that the
purpose, or one (1) of the purposes, of the meeting is to consider the
proposed amendment and must contain or be accompanied by a copy
or summary of the amendment.
(e) Unless this article, the articles of incorporation, or the board of
directors (acting under subsection (c)) require a greater vote or a vote
by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by
any voting group with respect to which the amendment would
create dissenters' rights; and
(2) the votes required by IC 23-1-30-6 and IC 23-1-30-7 by every
other voting group entitled to vote on the amendment.

Legislative History

As added by P.L.149-1986, SEC.22.