Sec. 1. (a) A board of directors may amend or repeal a corporation‘s bylaws unless:

(1) articles of incorporation;

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Terms Used In Indiana Code 23-17-18-1

  • 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) bylaws; or

(3) this article;

provide otherwise, subject to approval required under IC 23-17-17-1. However, until the directors have been chosen, the incorporators have power to amend or repeal the bylaws. This section is subject to the class voting rules under section 2 of this chapter.

     (b) The corporation must provide notice of any meeting of directors at which an amendment is to be approved. 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 bylaws.

(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.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.