Indiana Code Title 23. Business and Other Associations § 23-6-4-8

Sec. 8. (a) Any corporation organized before January 1, 1985, under IC 23-1 (the Indiana General Corporation Act) may elect to accept this chapter, and avail itself of the rights, privileges, immunities, and franchises provided by this chapter, by filing in the office of the secretary of state the election described in subsection (b), together with amended articles of incorporation allowing it to operate under this chapter.

(b) The board of directors of a corporation desiring to accept this chapter shall, by a resolution adopted by a majority vote of the board, approve a written election setting forth:

(c) The resolution of the board of directors electing to accept this chapter and the corporation's amended articles of incorporation shall be submitted to a vote of the shareholders of the corporation entitled to vote on those proposals at a designated meeting called for that purpose.  The affirmative votes of the holders of at least two-thirds ( 2/3 ) of the outstanding voting shares of the corporation are required for adoption of the election and the amended articles of incorporation.  If the election and the amended articles of incorporation are adopted, they shall be signed in duplicate by a current officer of the corporation, verified and affirmed subject to penalties for perjury, and presented in duplicate to the secretary of state at the secretary of state's office.

(d) Upon the presentation of an election and amended articles of incorporation adopted under this section, the secretary of state shall endorse an approval upon both of the duplicate copies of each document, if the secretary determines that they conform to law.  If all fees have been paid as required by law, the secretary shall also:

(e) Upon the issuance of a certificate of election to a corporation by the secretary of state under subsection (d):