Indiana Code 23-1-43-22. Election not to be covered by this chapter; application of chapter
(1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;
Terms Used In Indiana Code 23-1-43-22
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:
Indiana Code 23-1-43-5
- 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.
- interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:
Indiana Code 23-1-43-10
- resident domestic corporation: means a corporation that has one hundred (100) or more shareholders. See Indiana Code 23-1-43-13
- share: means :
Indiana Code 23-1-43-14
- voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Indiana Code 23-1-43-17
(A) September 1, 1987; or
(B) thirty (30) days after the date specified by a resolution of the board of directors adopted under IC 23-1-17-3(b), if the board of directors adopts such a resolution;
adopts an amendment to the resident domestic corporation‘s bylaws expressly electing not to be governed by this chapter; however, an election under this subdivision may be rescinded by subsequent amendment of the bylaws; or
(3) that adopts an amendment to the resident domestic corporation’s articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of a majority of the outstanding voting shares of the resident domestic corporation, excluding the voting shares of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, if the amendment to the articles of incorporation is not to be effective until eighteen (18) months after the vote of the resident domestic corporation’s shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment.
As added by P.L.149-1986, SEC.27.