§ 23-1-38-7 — Restated articles of incorporation

(a) A corporation's board of directors or, if the
board of directors has not been selected, the incorporators may restate
its articles of incorporation at any time with or without shareholder
action.
(b) The restatement may include one (1) or more amendments to the
articles. If the restatement includes an amendment requiring
shareholder approval, it must be adopted as provided in section 3 of
this chapter.
(c) If the board of directors submits a restatement for shareholder
action, 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 must also state that the purpose, or one
(1) of the purposes, of the meeting is to consider the proposed
restatement and must contain or be accompanied by a copy of the
restatement that identifies any amendment or other change it would
make in the articles.
(d) A corporation restating its articles of incorporation shall deliver
to the secretary of state for filing articles of restatement setting forth the
name of the corporation and the text of the restated articles of
incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles
requiring shareholder approval and, if it does not, that the board
of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles
requiring shareholder approval, the information required by
section 6 of this chapter.
(e) Duly adopted restated articles of incorporation supersede the
original articles of incorporation and all amendments to them.
(f) The secretary of state may certify restated articles of
incorporation, as the articles of incorporation currently in effect,
without including the certificate information required by subsection
(d).

Legislative History

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