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 shareholder approval, the amendment must be adopted as provided in sections 3 through 7 of this chapter.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice must also do the following:
(1) State that the purpose or one (1) of the purposes of the meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy of the restatement that identifies any amendment or other change the corporation would make in the articles.
(d) A corporation restating the corporation's articles of incorporation shall prepare articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if the restatement does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10 of this chapter.
Notwithstanding IC 28-12-2-1(4), the corporation is not required to include in the articles of restatement the name and address of each incorporator.
(e) The following do not constitute an amendment to a corporation's articles of incorporation:
(1) A reordering or renumbering of the articles or sections of the articles.
(2) The correction of grammatical or spelling errors.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.27 and P.L.134-2001, SEC.29; P.L.141-2005, SEC.26.
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