2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 13. CORPORATE GOVERNANCE CHAPTER 14. AMENDMENT OF ARTICLES OF INCORPORATION
Download as PDF
IC 28-13-14
Chapter 14. Amendment of Articles of Incorporation
IC 28-13-14-1
Authority to amend; restriction on shareholder vested rights
Sec. 1. (a) A corporation may amend the corporation's articles of
incorporation at any time to add or change a provision that is
required or permitted to be in the articles of incorporation or to
delete a provision not required to be in the articles of incorporation.
Whether a provision is required or permitted to be in the articles of
incorporation is determined as of the effective date of the
amendment.
(b) A shareholder of the corporation does not have a vested
property right resulting from any provision in the articles of
incorporation or authorized to be in the bylaws by this article or the
articles of incorporation, including provisions relating to
management, control, capital structure, dividend entitlement, or
purpose or duration of the corporation.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-2
Adoption without shareholder approval
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;
(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.
IC 28-13-14-3
Proposal authorized
Sec. 3. A corporation's board of directors may propose at least one
(1) amendment to the articles of incorporation for submission to the
shareholders.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-4
Submission of proposal to shareholders; recommendation;
approval vote
Sec. 4. For an amendment to be adopted the following
requirements must be met:
(1) The board of directors must adopt a resolution directing that
the proposed amendment be submitted to a vote of the
shareholders and the resolution shall be submitted to and
approved by the directors before or after the proposed
amendment or amendments are submitted to the shareholders.
(2) The board of directors must recommend the amendment to
the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances the
board of directors should make no recommendation and
communicates the basis for the board's determination to the
shareholders with the amendment.
(3) The shareholders entitled to vote on the amendment must
approve the amendment as provided in section 7 of this chapter.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-5
Conditions of submission to shareholders
Sec. 5. The board of directors may condition the board's
submission of the proposed amendment on any basis.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-6
Notice of meeting
Sec. 6. The corporation shall notify each shareholder, whether or
not entitled to vote, of the proposed shareholders' meeting in
accordance with IC 28-13-5-8. The notice of meeting must also do
the following:
(1) State that the purpose, or one (1) of the purposes, of the
meeting is to consider the proposed amendment.
(2) Contain or be accompanied by a copy or summary of the
amendment.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001,
SEC.24 and P.L.134-2001, SEC.26.
IC 28-13-14-7
Vote required
Sec. 7. Unless this article, the articles of incorporation, or the
board of directors acting under section 5 of this chapter requires a
greater vote or a vote by voting groups, the amendment to be adopted
must be approved by:
(1) a majority of the votes entitled to be cast on the amendment
by any voting group with respect to which the amendment
would create dissenters' rights; and
(2) the votes required by IC 28-13-6-6 and IC 28-13-6-7 by
every other voting group entitled to vote on the amendment.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-8
Voting by class or a series of shares
Sec. 8. (a) The holders of the outstanding shares of a class are
entitled to vote as a separate voting group if shareholder voting is
otherwise required by this article on a proposed amendment if the
amendment would:
(1) increase or decrease the aggregate number of authorized
shares of the class;
(2) effect an exchange or reclassification of all or part of the
shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of
exchange, of all or part of the shares of another class into shares
of the class;
(4) change the designation, rights, preferences, or limitations of
all or part of the shares of the class;
(5) change the shares of all or part of the class into a different
number of shares of the same class;
(6) create a new class of shares having rights or preferences
with respect to distributions or to dissolution that are prior,
superior, or substantially equal to the shares of the class;
(7) increase the rights, preferences, or number of authorized
shares of any class that, after giving effect to the amendment,
have rights or preferences with respect to distributions or to
dissolution that are prior, superior, or substantially equal to the
shares of the class;
(8) limit or deny an existing preemptive right of all or part of
the shares of the class;
(9) cancel or otherwise affect rights to distributions or
dividends that have accumulated but not yet been declared on
all or part of the shares of the class; or
(10) decrease the number of shares of a class into a different
number of shares of the same class to effect a reverse stock
split.
(b) If a proposed amendment would affect a series of a class of
shares in at least one (1) of the ways described in subsection (a), the
shares of that series are entitled to vote as a separate voting group on
the proposed amendment.
(c) If a proposed amendment that entitles at least two (2) series of
shares to vote as separate voting groups under this section would
affect those series in the same or a substantially similar way, the
shares of all the series so affected must vote together as a single
voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights
granted by this section although the articles of incorporation provide
that the shares are nonvoting shares.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001,
SEC.25 and P.L.134-2001, SEC.27.
IC 28-13-14-8.5
Purchase price of stock
Sec. 8.5. (a) The following guidelines and procedures apply when
requesting that the director approve an amendment to articles of
incorporation resulting in a reverse stock split authorized by
IC 28-13-14-8(a)(10):
(1) The purchase price of the stock must be based on market
value if there is an established and active market in the
corporation's stock. In the absence of such a market, the fair
value of the stock must be determined by obtaining an
independent appraisal of the shares upon which the purchase
price will be based.
(2) If a market for the corporation's stock exists, the corporation
shall clearly disclose to the shareholders how the purchase price
was determined in relation to the market value.
(3) If an appraisal is obtained:
(A) the corporation shall disclose to its shareholders:
(i) that an appraisal has been obtained; and
(ii) the identity and qualifications of the person or firm
preparing the appraisal, the criteria for selecting the person
or firm, and the existence of any material relationship
between the bank and the person or firm; and
(B) the corporation shall furnish to each shareholder a
summary of the appraisal, the findings and
recommendations, the basis for and methods of arriving at
the findings and recommendations, and any limitations
imposed by the corporation on the preparation of the
appraisal.
The corporation must inform its shareholders that the appraisal
is available for inspection.
(4) A shareholder that may vote on the amendment to the
articles of incorporation on the question of the reverse stock
split must be given dissenter's rights in the manner prescribed
in IC 28-1-7-21 as if the transaction were a merger of
consolidation.
(b) The corporation shall submit to the department a copy of the
appraisal or information supporting the purchase price of the stock
if an established market already exists, a copy of the proxy material
to be sent to the shareholders, and any other correspondence sent to
the shareholders describing the proposed amendment to the articles.
As added by P.L.63-2001, SEC.26 and P.L.134-2001, SEC.28.
IC 28-13-14-9
Adoption before issuance of shares
Sec. 9. If a corporation has not yet issued shares:
(1) its board of directors; or
(2) if a board of directors has not been selected, the
incorporators;
may adopt at least one (1) amendment to the corporation's articles of
incorporation.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-10
Articles of amendment; contents
Sec. 10. A corporation amending its articles of incorporation shall
prepare articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If an amendment provides for an exchange, reclassification,
or cancellation of issued shares, provisions for implementing
the amendment if not contained in the amendment itself.
(4) The date of each amendment's adoption.
(5) If an amendment was adopted by the incorporators or board
of directors without shareholder action, a statement to that
effect and that shareholder action was not required.
(6) If an amendment was approved by the shareholders:
(A) the designation, number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to
vote separately on the amendment, and number of votes of
each voting group represented at the meeting; and
(B) either the total number of votes cast for and against the
amendment by each voting group entitled to vote separately
on the amendment or the total number of votes cast for the
amendment by each voting group and a statement that the
number cast for the amendment by each voting group was
sufficient for approval by that voting group.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-11
Articles of amendment; form
Sec. 11. The form of the articles of amendment shall be prescribed
and furnished by the department.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-12
Articles of amendment; preparation and signature; presentation
for approval or disapproval and filing
Sec. 12. (a) The articles of amendment shall be prepared and
signed in triplicate by:
(1) an officer of the corporation;
(2) if the corporation has not yet issued shares, by a director of
the corporation; or
(3) if the board of directors has not been selected, by the
incorporator;
and shall be presented in triplicate to the department at its office for
the approval or disapproval of the director.
(b) When the articles of amendment have been approved by the
director, the articles shall be presented to the secretary of state for
filing.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-13
Change of corporate name; record of articles of amendment
Sec. 13. If a corporation amends its articles of incorporation to
change its corporate name, the corporation may, after the amendment
has become effective, file for record with the county recorder of each
county in Indiana in which the corporation has real property at the
time the amendment becomes effective a file-stamped copy of the
articles of amendment. The validity of a change in name is not
affected by a corporation's failure to record the articles of
amendment.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-14
Restatement of articles; inclusion of amendment; shareholder
notification; articles of restatement; changes not constituting
amendment
Sec. 14. (a) A corporation's board of directors or, if the board of
directors has not been selected, the incorporators may restate the
corporation's articles of incorporation at any time with or without
shareholder action.
(b) The restatement may include at least one (1) amendment to the
articles. If the restatement includes an amendment requiring
shareholder approval, the amendment must be adopted as provided
in sections 3 through 7 of this chapter.
(c) If the board of directors submits a restatement for shareholder
action, the corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in accordance
with IC 28-13-5-8. The notice must also do the following:
(1) State that the purpose or one (1) of the purposes of the
meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy of the restatement that
identifies any amendment or other change the corporation
would make in the articles.
(d) A corporation restating the corporation's articles of
incorporation shall prepare articles of restatement setting forth the
name of the corporation and the text of the restated articles of
incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the
articles requiring shareholder approval and, if the restatement
does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles
requiring shareholder approval, the information required by
section 10 of this chapter.
Notwithstanding IC 28-12-2-1(4), the corporation is not required to
include in the articles of restatement the name and address of each
incorporator.
(e) The following do not constitute an amendment to a
corporation's articles of incorporation:
(1) A reordering or renumbering of the articles or sections of
the articles.
(2) The correction of grammatical or spelling errors.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001,
SEC.27 and P.L.134-2001, SEC.29; P.L.141-2005, SEC.26.
IC 28-13-14-15
Articles of restatement; form
Sec. 15. (a) The form of articles of restatement shall be prescribed
and furnished by the department.
(b) Articles of restatement shall be prepared and signed in
triplicate by:
(1) an officer of the corporation;
(2) if the corporation has not yet issued shares, by a director of
the corporation; or
(3) if the board of directors has not been selected, by the
incorporator;
and shall be presented in triplicate to the department at the
department's office, for the approval or disapproval of the director.
(c) When the articles of restatement have been approved by the
director, the articles shall be presented to the secretary of state for
filing.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-16
Adopted restated articles; superseding original articles and
amendments
Sec. 16. Adopted restated articles of incorporation supersede the
original articles of incorporation and all amendments to them.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-17
Restated articles of incorporation; certification
Sec. 17. The department and the secretary of state may certify
restated articles of incorporation, as the articles of incorporation
currently in effect, without including the certificate information
required by section 14(d) of this chapter.
As added by P.L.14-1992, SEC.163.
IC 28-13-14-18
Effect of amendment on existing rights, causes of action, and
proceedings
Sec. 18. (a) An amendment to articles of incorporation does not
affect the following:
(1) A cause of action existing against or in favor of the
corporation.
(2) A proceeding to which the corporation is a party.
(3) The preexisting rights of persons other than shareholders of
the corporation.
(b) An amendment changing a corporation's name does not abate
a proceeding brought by or against the corporation in its former
name.
As added by P.L.14-1992, SEC.163.
Disclaimer: These codes may not be the most recent version. Indiana may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
