§ 28-13-14-4

For an amendment to be adopted the following requirements must be met:(1) The board of directors must adopt a resolution directing that the proposed amendment be submitted to a vote of the shareholders and the resolution shall be submitted to and approved by the directors before or after the proposed amendment or amendments are submitted to the shareholders.(2) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation and communicates the basis for the board's determination to the shareholders with the amendment.(3) The shareholders entitled to vote on the amendment must approve the amendment as provided in section 7 of this chapter.As added by P.L.14-1992, SEC.163.