Sec. 22. (a) A corporation created under this chapter may amend its articles of incorporation to change its corporate name, to increase or reduce the number of its directors or change any other provisions of the articles of incorporation. However, no corporation shall amend its articles of incorporation to embody in the articles of incorporation any purpose, power, or provision which would not be authorized if its original articles of incorporation, including such additional or changed purpose, power, or provision were offered for filing at the time articles under this section are offered. Such amendment may be accomplished by filing articles of amendment in the office of the secretary of state which shall be entitled and endorsed “Articles of amendment of ____________” (the blank space being filled in with the name of the corporation) and state:

(1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated.

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Terms Used In Indiana Code 8-1-13-22

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Attorney: includes a counselor or other person authorized to appear and represent a party in an action or special proceeding. See Indiana Code 1-1-4-5
  • commission: refers to the Indiana utility regulatory commission. See Indiana Code 8-1-1-1
  • 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.
(2) The date of filing the articles of incorporation in each public office where filed.

(3) Whether the territory served or to be served by the corporation is to be changed and, if so, whether it is to be increased or decreased.

(4) The purposes, powers, or provisions, if any, to be amended or eliminated and the purposes, powers, or provisions, if any, to be added or substituted.

     (b) Such articles shall be subscribed in the name of the corporation by the president or a vice president, and by the secretary or the assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such articles by a resolution duly adopted at a meeting of the corporation duly called and held as provided in section 8 of this chapter, or upon waiver of notice signed by all the members of the corporation. If by any such amendment to articles of incorporation, the territory proposed to be served by the corporation is to be increased or decreased, the articles of amendment, together with a petition executed by the secretary or assistant secretary of the corporation and praying for the permission of the commission shall be submitted to such commission. Thereupon, the commission shall set said petition for public hearing and shall give notice of the time and place of the hearing one (1) time in at least one (1) newspaper published in each of the counties in which lies any of the territory proposed to be added or omitted by such amendment, which publication shall be at least ten (10) days before such hearing; the cost of such publication shall be paid by the petitioner when filing such petition.

     (c) Any interested person may appear, personally or by attorney, at such hearing and aid or oppose the prayer of the petition. After such hearing, the commission shall grant or deny the petition and make its order accordingly.

     (d) No amendment increasing or decreasing the territory to be served by such corporation shall be filed in the office of the secretary of state unless there is attached to the amendment a certified copy of an order from the commission consenting to such increase or decrease. Such articles shall be filed in the office of the secretary of state and thereupon the amendment shall be deemed to have been effected.

Formerly: Acts 1935, c.175, s.20; Acts 1937, c.258, s.12; Acts 1939, c.105, s.4. As amended by Acts 1977, P.L.102, SEC.6; P.L.23-1988, SEC.52; P.L.136-2018, SEC.70.

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