CHAPTER 17. AMENDMENT OF ARTICLES OF INCORPORATION
IC 23-17-17
Chapter 17. Amendment of Articles of Incorporation
IC 23-17-17-1
Written approval by specified person
Sec. 1. Articles of incorporation may require an amendment to the
articles of incorporation or bylaws to be approved in writing by a
specified person other than the board of directors. The requirement
may only be amended with the approval in writing of the person.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-2
Termination, redemption, or cancellation of members or class of
members of public benefit or mutual benefit corporation
Sec. 2. (a) An amendment to articles of incorporation or bylaws
of a public benefit or mutual benefit corporation that would terminate
all members or a class of members or redeem or cancel all
memberships or a class of memberships must meet the requirements
of this article.
(b) Before adopting a resolution proposing an amendment under
this section, the board of directors of a mutual benefit corporation
must give notice of the general nature of the amendment to the
members.
(c) After adopting a resolution proposing an amendment under
this section, the notice to members proposing the amendment must
include a statement of not more than five hundred (500) words
opposing the proposed amendment if the statement is submitted by:
(1) five (5) members; or
(2) members having at least three percent (3%) of the voting
power;
whichever is less, not later than twenty (20) days after the board of
directors has voted to submit the amendment to the members for
approval. In a public benefit corporation, the production and mailing
costs shall be paid by the requesting members. In a mutual benefit
corporation, the production and mailing costs shall be paid by the
corporation.
(d) An amendment under this section must be approved by the
members by a majority of the votes cast by each class.
(e) IC 23-17-8-2 does not apply to an amendment under this
section meeting the requirements of this article.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.119.
IC 23-17-17-3
Adding or changing required or permitted provision; deleting
provision not required
Sec. 3. (a) A corporation may amend the corporation's articles of
incorporation to do any of the following:
(1) Add or change a provision that is required or permitted in
the articles.
(2) Delete a provision not required in the articles.
(b) Whether a provision is required or permitted in the articles
must be determined as of the effective date of the amendment.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-4
Adoption by board of directors without member approval;
amendments adopted by incorporators
Sec. 4. (a) Unless articles of incorporation provide otherwise, a
corporation's board of directors may adopt at least one (1)
amendment to the corporation's articles without member approval to
do the following:
(1) To extend the duration of the corporation that was
incorporated at a time when limited duration was required by
law.
(2) To delete the names and addresses of the initial directors
and incorporators.
(3) To delete the name and address of the initial registered
agent or registered office if a statement of change is on file with
the secretary of state.
(4) To change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word
or abbreviation in the name or by adding, deleting, or changing
a geographical attribution to the name.
(5) To delete a mailing address if an annual report has been
filed with the secretary of state.
(6) To include a statement identifying the corporation as a
public benefit, mutual benefit, or religious corporation.
(7) To make any other change expressly permitted by this
article to be made by director action.
(b) If a corporation has no members, the corporation's
incorporators may, until directors have been chosen and then the
corporation's board of directors, adopt amendments to the
corporation's articles of incorporation subject to any approval
required under section 1 of this chapter. The amendment must be
approved by a majority of the directors in office or, if the directors
have not yet been chosen, by a majority of the incorporators, at the
time the amendment is adopted. The corporation shall provide notice
of a meeting at which an amendment is to be voted upon. The notice
must do the following:
(1) Be in accordance with IC 23-17-15-3.
(2) State that the purpose of the meeting is to consider a
proposed amendment to the articles of incorporation.
(3) Contain or be accompanied by a copy or summary of the
amendment or state the general nature of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.120; P.L.96-1993, SEC.11.
IC 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
Sec. 5. (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.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.121.
IC 23-17-17-6
Public benefit, mutual benefit, or religious corporation; vote by
members of class
Sec. 6. (a) The members of a class in a public benefit corporation
may vote as a separate voting group on a proposed amendment to the
articles of incorporation if the amendment would change the rights
of the class as to voting in a manner different than the amendment
affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation may
vote as a separate voting group on a proposed amendment to the
articles of incorporation if the amendment would do any of the
following:
(1) Affect the rights, privileges, preferences, restrictions, or
conditions of the class as to voting, dissolution, redemption, or
transfer of memberships in a manner different than the
amendment would affect another class.
(2) Change the rights, privileges, preferences, restrictions, or
conditions of the class as to voting, dissolution, redemption, or
transfer by changing the rights, privileges, preferences,
restrictions, or conditions of another class.
(3) Increase or decrease the number of memberships authorized
for the class.
(4) Increase the number of memberships authorized for another
class.
(5) Effect an exchange, a reclassification, or the termination of
the memberships of the class.
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation may vote as
a separate voting group on a proposed amendment to the articles of
incorporation only if a class vote is provided for in articles of
incorporation or bylaws.
(d) If a class is to be divided into two (2) or more classes as a
result of an amendment to the articles of incorporation of a public
benefit or mutual benefit corporation, the amendment must be
approved by the members of each class that would be created by the
amendment.
(e) Except as provided in articles of incorporation or bylaws of a
religious corporation, if a class vote is required to approve an
amendment to the articles of incorporation of a corporation, the
amendment must be approved by the members of the class by a
majority of the votes cast by the class.
(f) A class of members of a public benefit or mutual benefit
corporation may have the voting rights granted by this section
although articles of incorporation and bylaws provide that the class
may not vote on the proposed amendment.
As added by P.L.179-1991, SEC.1.
IC 23-17-17-7
Delivery to secretary of state of articles of amendment; amendment
changing corporate name
Sec. 7. (a) A corporation amending the corporation's articles of
incorporation must deliver to the secretary of state articles of
amendment setting forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) The text of each amendment adopted.
(4) The date of each amendment's adoption.
(5) If approval of members was not required, a statement to that
effect and a statement that the amendment was approved by a
sufficient vote of the board of directors or incorporators.
(6) If approval by members was required, the following:
(A) The designation, number of memberships outstanding,
number of votes entitled to be cast by each class entitled to
vote separately on the amendment, and number of votes of
each class indisputably voting on the amendment.
(B) Either:
(i) the total number of votes cast for and against the
amendment by each class entitled to vote separately on the
amendment; or
(ii) the total number of undisputed votes cast for the
amendment by each class and a statement that the number
cast for the amendment by each class was sufficient for
approval by that class.
(7) If approval of the amendment was by a person other than the
members, a statement under section 1 of this chapter that the
approval was obtained.
(b) If a corporation amends the corporation's articles of
incorporation to change the corporation's corporate name, the
corporation may, after the amendment has become effective, file:
(1) for record with the county recorder of each county in
Indiana in which the corporation has real property; and
(2) at the time the amendment becomes effective;
a file-stamped copy of the articles of amendment. The validity of a
change in name is not affected by a corporation's failure to record the
articles of amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.122.
IC 23-17-17-8
Restatement of articles of incorporation; amendment of articles
included in restatement; approval
Sec. 8. (a) A corporation's board of directors may restate the
corporation's articles of incorporation with or without approval by
members or another person.
(b) A restatement may include amendments to the articles of
incorporation. If the restatement includes an amendment requiring
approval by the members or another person, the amendment must be
adopted under section 5 of this chapter.
(c) If a restatement includes an amendment requiring approval by
members, the board of directors must submit the restatement to the
members for approval.
(d) If a board of directors seeks to have a restatement approved by
the members at a membership meeting, the corporation shall notify
each of the corporation's members of the proposed membership
meeting in writing under IC 23-17-10-5. The notice must do the
following:
(1) State that the purpose of the meeting is to consider the
proposed restatement.
(2) Contain or be accompanied by a copy or summary of the
restatement that identifies amendments or other changes the
restatement would make in the articles of incorporation.
(e) If a board of directors seeks to have a restatement approved by
the members by written ballot or written consent, the material
soliciting the approval must contain or be accompanied by a copy or
summary of the restatement that identifies amendments or other
changes the restatement would make in the articles of incorporation.
(f) A restatement requiring approval by the members must be
approved by the same vote as an amendment to articles of
incorporation under section 5 of this chapter.
(g) If a restatement includes an amendment requiring approval
under section 1 of this chapter, the board of directors must submit the
restatement for approval.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.123.
IC 23-17-17-9
Articles of restatement; delivery to secretary of state; statements
required to be included; effect of restated articles; certification by
secretary of state
Sec. 9. (a) A corporation restating the corporation's articles of
incorporation shall deliver to the secretary of state articles of
restatement setting forth the name of the corporation and the text of
the restated articles of incorporation together with a certificate
setting forth the following:
(1) Whether the restatement contains an amendment to the
articles of incorporation requiring approval by the members or
another person other than the board of directors and, if the
restatement does not, that the board of directors adopted the
restatement.
(2) If the restatement contains an amendment to the articles of
incorporation requiring approval by the members, the
information required under section 7 of this chapter.
(3) If the restatement contains an amendment to the articles of
incorporation requiring approval by a person whose approval is
required under section 1 of this chapter, a statement that the
approval was obtained.
(b) The restatement of articles of incorporation must include all
statements required to be included in original articles of
incorporation except that no statement is required to be made with
respect to the following:
(1) The names and addresses of the incorporators or the initial
or present registered office or agent.
(2) The mailing address of the corporation if an annual report
has been filed with the secretary of state.
(c) Duly adopted restated articles of incorporation supersede the
original articles of incorporation and all amendments to the original
articles of incorporation.
(d) The secretary of state may certify restated articles of
incorporation as the articles of incorporation currently in effect
without including the certificate information required under
subsection (a).
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.124.
IC 23-17-17-10
Amendment of articles of incorporation to carry out
reorganization plan
Sec. 10. (a) A corporation's articles of incorporation may be
amended without approval:
(1) of the board of directors;
(2) by the members; or
(3) as required by section 1 of this chapter;
to carry out a plan of reorganization ordered by a court of competent
jurisdiction under federal statute if the articles of incorporation after
amendment contain only provisions required or permitted under
IC 23-17-3-2.
(b) An individual designated by a court shall deliver to the
secretary of state articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The text of each amendment approved by the court.
(3) The date of the court's order or decree approving the articles
of amendment.
(4) The title of the reorganization proceeding in which the order
or decree was entered.
(5) A statement that the court had jurisdiction of the proceeding
under federal statute.
(c) This section does not apply after entry of a final decree in the
reorganization proceeding even though the court retains jurisdiction
of the proceeding for limited purposes unrelated to consummation of
the reorganization plan.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.125.
IC 23-17-17-11
Rights, claims, proceedings, and limitations not affected by
amendment to articles or by change of corporate name
Sec. 11. (a) An amendment to articles of incorporation does not
affect the following:
(1) A proceeding to which the corporation is a party in a cause
of action existing against or in favor of the corporation.
(2) A requirement or limitation imposed upon the corporation
or any property held by the corporation by virtue of any trust
upon which the property is held by the corporation.
(3) The existing rights of persons other than members of the
corporation.
(b) An amendment changing a corporation's name does not abate
a proceeding brought by or against the corporation in the
corporation's former name.
As added by P.L.179-1991, SEC.1.