§ 8-1-13-22 — Articles of incorporation; amendment; change of name; change of territory

Indiana § 8-1-13-22

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 13: Rural Electric Membership Corporation Act

Text

(a) A corporation created under this chapter
may amend its articles of incorporation to change its corporate name,
to increase or reduce the number of its directors or change any other
provisions of the articles of incorporation. However, no corporation
shall amend its articles of incorporation to embody in the articles of
incorporation any purpose, power, or provision which would not be
authorized if its original articles of incorporation, including such
additional or changed purpose, power, or provision were offered for
filing at the time articles under this section are offered. Such
amendment may be accomplished by filing articles of amendment in
the office of the secretary of state which shall be entitled and endorsed
"Articles of amendment of ____________" (the blank space being
filled in with the name of the corporation) and state:
(1) The name of the corporation, and if it has been changed, the
name under which it was originally incorporated.
(2) The date of filing the articles of incorporation in each public
office where filed.
(3) Whether the territory served or to be served by the corporation
is to be changed and, if so, whether it is to be increased or
decreased.
(4) The purposes, powers, or provisions, if any, to be amended or
eliminated and the purposes, powers, or provisions, if any, to be
added or substituted.
(b) Such articles shall be subscribed in the name of the corporation
by the president or a vice president, and by the secretary or the assistant
secretary, who shall make and annex an affidavit stating that they have
been authorized to execute and file such articles by a resolution duly
adopted at a meeting of the corporation duly called and held as
provided in section 8 of this chapter, or upon waiver of notice signed
by all the members of the corporation. If by any such amendment to
articles of incorporation, the territory proposed to be served by the
corporation is to be increased or decreased, the articles of amendment,
together with a petition executed by the secretary or assistant secretary
of the corporation and praying for the permission of the commission
shall be submitted to such commission. Thereupon, the commission
shall set said petition for public hearing and shall give notice of the
time and place of the hearing one (1) time in at least one (1) newspaper
published in each of the counties in which lies any of the territory
proposed to be added or omitted by such amendment, which
publication shall be at least ten (10) days before such hearing; the cost
of such publication shall be paid by the petitioner when filing such
petition.
(c) Any interested person may appear, personally or by attorney, at
such hearing and aid or oppose the prayer of the petition. After such
hearing, the commission shall grant or deny the petition and make its
order accordingly.
(d) No amendment increasing or decreasing the territory to be
served by such corporation shall be filed in the office of the secretary
of state unless there is attached to the amendment a certified copy of an
order from the commission consenting to such increase or decrease.
Such articles shall be filed in the office of the secretary of state and
thereupon the amendment shall be deemed to have been effected.
Formerly: Acts 1935, c.175, s.20; Acts 1937, c.258, s.12; Acts
1939, c.105, s.4. As amended by Acts 1977, P.L.102, SEC.6;
P.L.23-1988, SEC.52; P.L.136-2018, SEC.70.