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:

Terms Used In Indiana Code 27-1-8-3

  • 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.
  • articles of incorporation: includes both the original articles of incorporation and any and all amendments thereto, except where the original articles of incorporation only are expressly referred to, and includes articles of merger, consolidation and reinsurance, and in case of corporations, heretofore organized, articles of reorganization filed in the office of the secretary of state, and all amendments thereto. See Indiana Code 27-1-2-3
  • 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.
  • corporation: means an insurance company and includes all persons, partnerships, corporations, associations, orders or societies engaged in or proposing to engage in making any kind of insurance authorized by the laws of this state. See Indiana Code 27-1-2-3
  • member: means one who holds a contract of insurance or is insured in an insurance company other than a stock corporation. See Indiana Code 27-1-2-3
  • policyholder: means one who is a holder of a contract of insurance in an insurance company. See Indiana Code 27-1-2-3
  • principal office: means that office maintained by the corporation in this state, the address of which is required by the provisions of this article to be kept on file in the office of the department. See Indiana Code 27-1-2-3
  • shareholder: means one who is a holder of record of shares of stock in a corporation, unless the context otherwise requires. See Indiana Code 27-1-2-3
(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.

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