Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows:
(1) By the board of directors.
(2) Except as provided in section 4(a) of this chapter, by the members by a majority of the votes cast.
(3) In writing by a person whose approval is required by a provision of the articles of incorporation authorized under section 1 of this chapter.
(b) Unless articles of incorporation provide otherwise, amendments to the articles of incorporation must be initiated by the board of directors. The board of directors may condition an amendment's adoption on receipt of a higher percentage of affirmative votes of the members or another basis.
(c) If a board of directors seeks to have an amendment approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting in writing in accordance with IC 23-17-10-5. The notice must do the following:
(1) State that the purpose of the meeting is to consider the proposed amendment.
(2) Contain or be accompanied by a copy or summary of the amendment.
(d) If a board of directors seeks to have an amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.121.
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