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Ind. Code § 23-1-38-2

Amendments by board of directors without shareholder action

Known as the Indiana Business Corporation Law

The act spans §§ 23-1-17-1 to 23-1-55-3 (253 sections).

Applied in 1 court decision — leading case FGS Enterprises, Inc. v. Shimala (1993)

Most recently applied in FGS Enterprises, Inc. v. Shimala (December 1993)

As added by P.L.149-1986, SEC.22

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 names and addresses of the initial directors;

(3) delete the name and address of the initial registered agent or registered 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) change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(6) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or

(7) make any other change expressly permitted by this article to be made without shareholder action.

Official source: Indiana General Assembly. Reproduced from public-domain Indiana statutes; confirm against the official source for the current text. Not legal advice.