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 […]
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 […]
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 […]
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 […]
28-13-13-2. “Director” Defined; Scope of Term
Sec. 2. As used in this chapter, “director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, an officer, a partner, a trustee, a manager, an employee, or an agent of […]
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.
28-13-13-3. “Expenses” Defined
Sec. 3. As used in this chapter, “expenses” include attorney’s fees. As added by P.L.14-1992, SEC.163.
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 […]
28-13-13-4. “Liability” Defined
Sec. 4. As used in this chapter, “liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. As added by P.L.14-1992, SEC.163.
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.