§ 23-1.5-4-5 — Articles of acceptance; approval by board of directors and members; presentation to secretary of state

Indiana § 23-1.5-4-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1.5: PROFESSIONAL CORPORATIONS
• Ch. 4: Change of Corporate Form

Text

(a) The board of directors or trustees of a
corporation desiring to accept this article shall, by a resolution adopted
by a majority vote of the board, approve articles of acceptance setting
forth the following information:
(1) The name of the corporation.
(2) The location of its principal office and the name and address
of its resident agent.
(3) The date of its incorporation.
(4) A designation of the law under which it was organized.
(5) A declaration that it accepts all of the terms and provisions of
this article.
(6) A restatement of those provisions of its articles of
incorporation or association that it desires to have continued in
effect, as long as the provisions restated would have been
authorized by this article as provisions of original articles of
incorporation for a corporation organized under this article.
Failure to restate such provisions in the articles of acceptance
constitutes nonconformance to law, and the secretary of state shall
refuse to file these articles of acceptance. Any provision not stated
in its articles of acceptance is not effective after the articles are
filed; however, this subdivision does not prevent any corporation
from adopting and filing amended articles of acceptance that
make the articles conform to this subdivision. Amended articles
of acceptance shall be filed and recorded in the same manner as
required for original articles of acceptance.
(b) The resolution of the board of directors approving the articles of
acceptance must direct that the articles be submitted to a vote of those
members of the corporation who are entitled to vote in respect to the
articles, at a designated meeting, which may be an annual meeting of
members or a special meeting of those members who are entitled to
vote. If the designated meeting is an annual meeting, notice of the
submission of the articles of acceptance shall be included in the notice
of the annual meeting. If it is a special meeting, it shall be called by the
resolution designating the meeting and notice shall be given at the time
and in the manner provided in IC 23-17-10.
(c) The articles of acceptance approved by the board of directors
shall be submitted to a vote of the members as provided in subsection
(b). To be adopted, they must receive the affirmative votes of
two-thirds (2/3) of the members entitled to vote.
(d) Upon approval and adoption, the articles of acceptance:
(1) shall be signed in duplicate, in the form prescribed by the
secretary of state, by any current officer of the corporation and
verified and affirmed subject to penalties for perjury; and
(2) shall be presented in duplicate to the secretary of state at his
office, accompanied by those fees prescribed by law.

Legislative History

As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991, SEC.27.