Indiana § 27-1-8-3 - Vote of shareholders, policyholders, or members; exceptions; notice of corporation name change

§ 27-1-8-3. Vote of shareholders, policyholders, or members; exceptions; notice of corporation name change

Sec. 3. (a) Except as provided in subsection (b), an amendment to the articles of incorporation so proposed shall be submitted to a vote of the shareholders, members, or policyholders at the annual or at the special meeting directed by the resolution of the board of directors proposing the amendment, and the proposed amendment shall be adopted upon receiving the affirmative votes of at least a majority of the stock, or such greater portion as the articles of incorporation may require, of the outstanding shares of stock entitled to vote, if a stock company; and upon receiving the affirmative votes of at least two-thirds (2/3) of the members or policyholders voting at such annual or special meeting, if other than a stock company.

(b) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder, member, or policyholder 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, officers, or incorporators;

(3) delete the name and address of the initial registered agent or registered or principal office, if a statement of change is on file with the secretary of state;

(4) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;

(5) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or

(6) change the corporate name, if the new name complies with IC 27-1-6-3.

(c) If a corporation changes its name under subsection (b)(6), the corporation shall, not more than thirty (30) days after the effective date of the amendment changing the corporate name, mail or deliver a written or printed notice of the new corporate name to each shareholder, member, or policyholder of record of the corporation.

Formerly: Acts 1935, c.162, s.103. As amended by P.L.185-1997, SEC.2.