Indiana Code 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
(1) By the board of directors.
Terms Used In Indiana Code 23-17-17-5
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- in writing: include printing, lithographing, or other mode of representing words and letters. See Indiana Code 1-1-4-5
(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.