§ 23-13-5-3 — Procedure for accepting provisions of chapter

(a) All such corporations created before March
3, 1909, and existing on March 3, 1909, desiring to accept the
provisions of this chapter may do so in the manner following, that is to
say: At any regular meeting of the stockholders or others authorized to
elect trustees or directors, such election shall be held in the usual
manner; and thereupon such stockholders or electors may upon the
affirmative vote of not less than two-thirds (2/3) in value of all the
stock of such institution accept the provisions of this chapter for such
corporation and may vote and declare that the board so elected and
their successors shall be authorized and empowered thereafter from
time to time to elect the directors, trustees, or other governing body of
such institution; provided, also, that any university, college, or other
institution of learning, the graduates of which university, college, or
other institution of learning have and maintain an active alumni
association, organized and operating under a constitution and bylaws
and which constitution defines who shall be the active members of
such alumni association and which university, college, or institution of
learning is operating on March 3, 1909, under this chapter, by
resolution duly passed at any regular meeting of the board of directors,
trustees, or other governing body of such university, college, or
institution of learning, or at a special meeting of such board of
directors, trustees, or other governing body of such institution, called
for that purpose, of which meeting, and the time, place, and the purpose
thereof, ten (10) days notice, in writing, shall be given to all directors,
trustees, or other governing body, and by a majority vote of the
directors, trustees, or other governing body, may provide:
(1) that, after a date to be fixed in said resolution, and which date
so fixed shall not be less than one hundred twenty (120) days
from the date on which such resolution shall be passed, the
number of directors, trustees, or members of the governing board
thereof shall be nine (9);
(2) that five (5) of such members shall be selected by the said
governing body;
(3) that four (4) of such members shall be selected by the active
members of the alumni association of such university, college, or
institution of learning;
(4) that of the five (5) to be selected by such governing body, one
(1) shall be elected to serve for the term of one (1) year, one (1)
for the term of two (2) years, and three (3) for the term of three
(3) years;
(5) that of the four (4) to be elected by the alumni association, one
(1) shall be elected for the term of one (1) year, one (1) for the
term of two (2) years, and two (2) for the term of three (3) years,
and that thereafter the term of office of all members of such
governing body shall be three (3) years, except when an election
is had to fill a vacancy, in which case the election shall be only for
the unexpired term;
(6) that the annual meeting of such board of trustees, directors, or
other governing body shall be held on the first Monday of July in
each year and that the term of office of outgoing directors,
trustees, or other officers of such governing body shall expire on
the date of such annual meeting and that the terms of the newly
elected trustees, directors, or other officers of such governing
body shall commence on said date;
(7) that the officers to be elected by said alumni association shall
be elected by ballot, to be cast and taken at such time and in such
manner, at such time and for such candidates as may be selected
by the members of such alumni association, all in accordance with
a resolution duly passed by such board of directors, trustees, or
other governing body of such university, college, or other
educational institution.
(b) A certified copy of the resolution of the board of trustees,
directors, or other governing body of such university, college, or other
institution of learning, duly attested as to its passage and its
correctness, filed with the secretary of state and with the recorder of the
county in which such university, college, or other institution of learning
is situated, shall constitute an amendment of its said charter
conformable to the provisions of this chapter.
Formerly: Acts 1909, c.52, s.3; Acts 1929, c.210, s.1. As
amended by P.L.34-1987, SEC.344.