Sec. 1. The approval of the shareholders of a corporation is not required unless the articles of incorporation require the approval of the shareholders to:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation’s property in the usual and regular course of business;

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Terms Used In Indiana Code 23-1-41-1

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Property: includes personal and real property. See Indiana Code 1-1-4-5
(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation’s property whether or not in the usual and regular course of business; or

(3) transfer any or all of the corporation’s property to a corporation all the shares of which are owned by the corporation.

As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009, SEC.34.