Ind. Code § 23-1-38-2
This is the official text of Ind. Code § 23-1-38-2, part of Indiana’s Code — part of the compiled statutory law of Indiana, published by the state as "Code." Browse the sections below, each linked to its official government source.
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Amendments by board of directors without shareholder action
Official statutory text
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.
As added by P.L.149-1986, SEC.22. Amended by P.L.107-1987, SEC.15.
(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.
As added by P.L.149-1986, SEC.22. Amended by P.L.107-1987, SEC.15.
Status: in_force · Read it on the official government site
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