Indiana § 8-1-17-23 - Articles of incorporation; amendment; change in territory served; commission review; notice to facilities based local exchange carriers; issuance of new or amended certificate of territorial authority; request for additional information; filing of amended articles

§ 8-1-17-23. Articles of incorporation; amendment; change in territory served; commission review; notice to facilities based local exchange carriers; issuance of new or amended certificate of territorial authority; request for additional information; filing of amended articles

Sec. 23. (a) A cooperative corporation may amend its articles of incorporation to change its corporate name, to increase or reduce the number of its directors, or to change any other provisions set forth in the articles. However, any change of location of the principal office shall be effected in the manner set forth in section 24 of this chapter. An amendment under this section may be accomplished by filing articles of amendment, along with any notice of change required under IC 8-1-32.5-12, with the commission. The articles of amendment shall be entitled and endorsed "Articles of Amendment of ______________" (the blank space being filled in with the name of the cooperative corporation) and must include the following:

(1) The name of the cooperative 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 statement of counties within which the corporation's operations are to be conducted is to be changed, and if so a new statement of the counties in which the corporation will operate.

(4) An affidavit, signed by the officer executing the articles of amendment, stating that the provisions of this section were complied with.

(b) The amended articles shall be subscribed in the name of the cooperative corporation by the appropriate officers of the cooperative corporation, who shall make and annex an affidavit stating that they have been authorized to execute and file the amended articles by a resolution duly adopted at a meeting of the cooperative corporation duly called and held as provided in section 9 of this chapter. If by any amendment to the articles of incorporation, the territory proposed to be served by the cooperative corporation is to be increased or decreased, the appropriate officers of the cooperative corporation shall submit to the commission:

(1) an application for a new certificate of territorial authority under IC 8-1-32.5-6; or

(2) a notice of change under IC 8-1-32.5-12(7), as allowed by the commission.

(c) Upon receipt of an application or a notice of change under subsection (b), the commission shall conduct the review required under IC 8-1-32.5-8. If the applicant is a local cooperative corporation and will provide local exchange service under the new certificate of territorial authority, the commission shall give written notice of the proposed change in the corporation's territory to each facilities based local exchange carrier operating in contiguous territory in the manner provided in section 5 of this chapter. If the commission, after conducting the review required by IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9, determines that the amended articles and the application or notice of change under IC 8-1-32.5 are accurate, complete, and properly verified, the commission shall:

(1) issue a new or amended certificate under IC 8-1-32.5 that reflects the increase or decrease in the territory served by the corporation; and

(2) enter an order approving the amended articles of the cooperative corporation.

(d) If the commission, after conducting the review required by IC 8-1-32.5-8 and any hearing allowed under IC 8-1-32.5-9, determines that the amended articles or an application or notice of change under IC 8-1-32.5 is inaccurate, incomplete, or not properly verified, the commission shall:

(1) request the corporation to provide additional information; or

(2) notify the corporation of the corporation's right to:

(A) appeal the commission's determination under IC 8-1-3; or

(B) file the amended articles or an application or notice of change under IC 8-1-32.5 at a later date, without prejudice;

under IC 8-1-32.5-8.

(e) An amendment increasing or decreasing the territory to be served by a cooperative corporation shall not be filed in the office of the secretary of state or of any county recorder unless there is attached to the amendment a certified copy of an order of the commission under subsection (c)(2). The amended articles shall be filed in the same places as the original articles of incorporation and upon filing the amendment shall be considered to have been effected.

Formerly: Acts 1951, c.193, s.24. As amended by P.L.59-1984, SEC.83; P.L.145-1999, SEC.4 and P.L.198-1999, SEC.6; P.L.27-2006, SEC.49; P.L.81-2020, SEC.13.