Sec. 2. Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt at least one (1) amendment to the corporation’s articles of incorporation without shareholder action to:

(1) extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;

Terms Used In Indiana Code 28-13-14-2

  • 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.
(2) delete the names and addresses of the initial directors;

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

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

(5) make any other change expressly permitted by this article to be made without shareholder action.

As added by P.L.14-1992, SEC.163.

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