§ 28-13-14-2 — Adoption without shareholder approval

Unless the articles of incorporation provide
otherwise, a corporation's board of directors may adopt at least one (1)
amendment to the corporation's articles of incorporation without
shareholder action to:
(1) extend the duration of the corporation if the corporation was
incorporated at a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares and
fractional shares if the corporation has only shares of that class
outstanding;
(4) reduce the number of authorized shares solely as the result of
a cancellation of treasury shares; or
(5) make any other change expressly permitted by this article to
be made without shareholder action.

Legislative History

As added by P.L.14-1992, SEC.163.