2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 1.5. PROFESSIONAL CORPORATIONS
CHAPTER 4. Change of Corporate Form
23-1.5-4-5. Articles of acceptance; approval by board of directors and members; presentation to secretary of state
Sec. 5. (a) The board of directors or trustees of a corporation desiring to accept this article shall, by a resolution adopted by a majority vote of the board, approve articles of acceptance setting forth the following information:
(1) The name of the corporation.
(2) The location of its principal office and the name and address of its resident agent.
(3) The date of its incorporation.
(4) A designation of the law under which it was organized.
(5) A declaration that it accepts all of the terms and provisions of this article.
(6) A restatement of those provisions of its articles of incorporation or association that it desires to have continued in effect, as long as the provisions restated would have been authorized by this article as provisions of original articles of incorporation for a corporation organized under this article. Failure to restate such provisions in the articles of acceptance constitutes nonconformance to law, and the secretary of state shall refuse to file these articles of acceptance. Any provision not stated in its articles of acceptance is not effective after the articles are filed; however, this subdivision does not prevent any corporation from adopting and filing amended articles of acceptance that make the articles conform to this subdivision. Amended articles of acceptance shall be filed and recorded in the same manner as required for original articles of acceptance.
(b) The resolution of the board of directors approving the articles of acceptance must direct that the articles be submitted to a vote of those members of the corporation who are entitled to vote in respect to the articles, at a designated meeting, which may be an annual meeting of members or a special meeting of those members who are entitled to vote. If the designated meeting is an annual meeting, notice of the submission of the articles of acceptance shall be included in the notice of the annual meeting. If it is a special meeting, it shall be called by the resolution designating the meeting and notice shall be given at the time and in the manner provided in IC 23-17-10.
(c) The articles of acceptance approved by the board of directors shall be submitted to a vote of the members as provided in subsection (b). To be adopted, they must receive the affirmative votes of two-thirds (2/3) of the members entitled to vote.
(d) Upon approval and adoption, the articles of acceptance:
(1) shall be signed in duplicate, in the form prescribed by the secretary of state, by any current officer of the corporation and verified and affirmed subject to penalties for perjury; and
(2) shall be presented in duplicate to the secretary of state at his office, accompanied by those fees prescribed by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.179-1991, SEC.27.
