§ 28-13-14-4 — Submission of proposal to shareholders; recommendation; approval vote

Indiana § 28-13-14-4

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 14: Amendment of Articles of Incorporation

Text

For an amendment to be adopted the
following requirements must be met:
(1) The board of directors must adopt a resolution directing that
the proposed amendment be submitted to a vote of the
shareholders and the resolution shall be submitted to and
approved by the directors before or after the proposed amendment
or amendments are submitted to the shareholders.
(2) The board of directors must recommend the amendment to the
shareholders unless the board of directors determines that because
of conflict of interest or other special circumstances the board of
directors should make no recommendation and communicates the
basis for the board's determination to the shareholders with the
amendment.
(3) The shareholders entitled to vote on the amendment must
approve the amendment as provided in section 7 of this chapter.

Legislative History

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