§ 23-17-17-4 — Adoption by board of directors without member approval; amendments adopted by incorporators

Indiana § 23-17-17-4

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 17: NONPROFIT CORPORATIONS
• Ch. 17: Amendment of Articles of Incorporation

Text

(a) Unless articles of incorporation provide
otherwise, a corporation's board of directors may adopt at least one (1)
amendment to the corporation's articles without member approval to do
the following:
(1) To extend the duration of the corporation that was
incorporated at a time when limited duration was required by law.
(2) To delete the names and addresses of the initial directors and
incorporators.
(3) To delete the name and address of the initial registered agent
or registered office if a statement of change is on file with the
secretary of state.
(4) To change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or
abbreviation in the name or by adding, deleting, or changing a
geographical attribution to the name.
(5) To delete a mailing address if a biennial report has been filed
with the secretary of state.
(6) To include a statement identifying the corporation as a public
benefit, mutual benefit, or religious corporation.
(7) To make any other change expressly permitted by this article
to be made by director action.
(b) If a corporation has no members, the corporation's incorporators
may, until directors have been chosen and then the corporation's board
of directors, adopt amendments to the corporation's articles of
incorporation subject to any approval required under section 1 of this
chapter. The amendment must be approved by a majority of the
directors in office or, if the directors have not yet been chosen, by a
majority of the incorporators, at the time the amendment is adopted.
The corporation shall provide notice of a meeting at which an
amendment is to be voted upon. The notice must do the following:
(1) Be in accordance with IC 23-17-15-3.
(2) State that the purpose of the meeting is to consider a proposed
amendment to the articles of incorporation.
(3) Contain or be accompanied by a copy or summary of the
amendment or state the general nature of the amendment.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.120; P.L.96-1993, SEC.11; P.L.119-2015, SEC.53.