(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 he 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.
Indiana Legal Code