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IC 23-1-39-1
Power of board of directors
Sec. 1. Unless the articles of incorporation provide otherwise,
only a corporation's board of directors may amend or repeal the
corporation's bylaws.
As added by P.L.149-1986, SEC.23.
IC 23-1-39-2
Bylaws fixing quorum or voting requirements; adoption or
amendment by shareholders
Sec. 2. (a) If expressly authorized by the articles of incorporation,
the shareholders may adopt or amend a bylaw that fixes a greater
quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by this article.
(b) A bylaw that fixes a greater quorum or voting requirement for
shareholders under subsection (a) may not be adopted, amended, or
repealed by the board of directors.
As added by P.L.149-1986, SEC.23.
IC 23-1-39-3
Bylaw fixing greater than majority quorum or voting requirement;
amendment or repeal
Sec. 3. (a) A bylaw that fixes a greater than majority quorum or
voting requirement for action by the board of directors may be
amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders; or
(2) if originally adopted by the board of directors, only by the
board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a
greater than majority quorum or voting requirement for action by the
board of directors may provide that it may be amended or repealed
only by a specified vote of either the shareholders or the board of
directors.
(c) Action by the board of directors under subsection (a)(2) to
adopt or amend a bylaw that changes the quorum or voting
requirement for action by the board of directors must meet the same
quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
As added by P.L.149-1986, SEC.23. Amended by P.L.3-2008,
SEC.164.