Indiana Code
Chapter 17. Amendment of Articles of Incorporation
23-17-17-2. Termination, Redemption, or Cancellation of Members or Class of Members of Public Benefit or Mutual Benefit Corporation

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article.
(b) Before adopting a resolution proposing an amendment under this section, the board of directors of a mutual benefit corporation must give notice of the general nature of the amendment to the members.
(c) After adopting a resolution proposing an amendment under this section, the notice to members proposing the amendment must include a statement of not more than five hundred (500) words opposing the proposed amendment if the statement is submitted by:
(1) five (5) members; or
(2) members having at least three percent (3%) of the voting power;
whichever is less, not later than twenty (20) days after the board of directors has voted to submit the amendment to the members for approval. In a public benefit corporation, the production and mailing costs shall be paid by the requesting members. In a mutual benefit corporation, the production and mailing costs shall be paid by the corporation.
(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class.
(e) IC 23-17-8-2 does not apply to an amendment under this section meeting the requirements of this article.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.119.

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