§ 23-17-17-5 — Approval by board of directors, members, and person whose approval is required; initiation of amendment by board of directors; approval at membership meeting; notice; approval by written consent or ballot; amendment summary

(a) Unless this article, articles of
incorporation, bylaws, or the board of directors acting under subsection
(b) require a greater vote or voting by class, an amendment to a
corporation's articles of incorporation to be adopted must be approved
as follows:
(1) By the board of directors.
(2) Except as provided in section 4(a) of this chapter, by the
members by a majority of the votes cast.
(3) In writing by a person whose approval is required by a
provision of the articles of incorporation authorized under section
1 of this chapter.
(b) Unless articles of incorporation provide otherwise, amendments
to the articles of incorporation must be initiated by the board of
directors. The board of directors may condition an amendment's
adoption on receipt of a higher percentage of affirmative votes of the
members or another basis.
(c) If a board of directors seeks to have an amendment approved by
the members at a membership meeting, the corporation shall give
notice to the corporation's members of the proposed membership
meeting in writing in accordance with IC 23-17-10-5. The notice must
do the following:
(1) State that the purpose of the meeting is to consider the
proposed amendment.
(2) Contain or be accompanied by a copy or summary of the
amendment.
(d) If a board of directors seeks to have an amendment approved by
the members by written consent or written ballot, the material soliciting
the approval must contain or be accompanied by a copy or summary of
the amendment.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.121.