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23-1-38-1. Required and Permitted Changes; Vested Property Rights

Sec. 1. (a) A corporation may amend its 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 […]

23-1-38-1. Required and Permitted Changes; Vested Property Rights

Sec. 1. (a) A corporation may amend its 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 […]

23-1-38-2. Amendments by Board of Directors Without Shareholder Action

Sec. 2. 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 action to: (1) extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) delete the […]

23-1-38-2. Amendments by Board of Directors Without Shareholder Action

Sec. 2. 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 action to: (1) extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) delete the […]

23-1-38-4. Voting by Shareholders

Sec. 4. (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 […]

23-1-38-4. Voting by Shareholders

Sec. 4. (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 […]

23-1-38-6. Filing Articles of Amendment

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth: (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 […]

23-1-38-6. Filing Articles of Amendment

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth: (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 […]

23-1-38-7. Restated Articles of Incorporation

Sec. 7. (a) A corporation’s board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder […]

23-1-38-7. Restated Articles of Incorporation

Sec. 7. (a) A corporation’s board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder […]

23-1-38-9. Effect of Amendment

Sec. 9. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the preexisting rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding […]

23-1-38-9. Effect of Amendment

Sec. 9. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the preexisting rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding […]