§ 23-1-43-22 — Election not to be covered by this chapter; application of chapter

Indiana § 23-1-43-22

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 43: Business Combinations

Text

This chapter does not apply to any business
combination of a resident domestic corporation:
(1) the original articles of incorporation of which contain a
provision expressly electing not to be governed by this chapter;
(2) that, before the earlier of:
(A) September 1, 1987; or
(B) thirty (30) days after the date specified by a resolution of
the board of directors adopted under IC 23-1-17-3(b), if the
board of directors adopts such a resolution;
adopts an amendment to the resident domestic corporation's
bylaws expressly electing not to be governed by this chapter;
however, an election under this subdivision may be rescinded by
subsequent amendment of the bylaws; or
(3) that adopts an amendment to the resident domestic
corporation's articles of incorporation, approved by the
affirmative vote of the holders, other than interested shareholders
and their affiliates and associates, of a majority of the outstanding
voting shares of the resident domestic corporation, excluding the
voting shares of interested shareholders and their affiliates and
associates, expressly electing not to be governed by this chapter,
if the amendment to the articles of incorporation is not to be
effective until eighteen (18) months after the vote of the resident
domestic corporation's shareholders and does not apply to any
business combination of the resident domestic corporation with
an interested shareholder whose share acquisition date is on or
before the effective date of the amendment.

Legislative History

As added by P.L.149-1986, SEC.27.