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

Indiana Statutes

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

Indiana § 28-13-14-2

Art. 13CORPORATE GOVERNANCE

Ch. 14Amendment of Articles of Incorporation

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Bluebook

Ind. Code § 28-13-14-2 (2026).

Text

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 acti

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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.