Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

1. (1) "Filed document'' means a document filed with the secretary of state under any provision of this article, except for IC 23-17-26 or IC 23-17-27-8 .
2. (2) "Plan" means a plan of domestication or merger.

3. (b) If a:

   1. (1) provision under this article permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document; and

   2. (2) plan or filed document includes terms that are dependent on facts described in subdivision (1);

      the manner in which the facts will operate upon the terms of the plan or filed document and the manner in which the facts will become operative must be set forth in the plan or filed document.

4. (c) The facts described in subsection (b) may include, but are not limited to, any of the following:

   1. (1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:

      1. (A) Statistical or market indices.
      2. (B) Market prices of any security or group of securities.
      3. (C) Interest rates.
      4. (D) Currency exchange rates.
      5. (E) Similar economic or financial data.
   2. (2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document.
   3. (3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

5. (d) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:

   1. (1) The name and address of any person required in a filed document.
   2. (2) The registered office of any entity required in a filed document.
   3. (3) The registered agent of any entity required in a filed document.
   4. (4) The number of members or class of members.
   5. (5) The effective date of a filed document.
   6. (6) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

6. (e) If a provision of a plan or filed document is made dependent on a fact ascertainable outside the plan or filed document, and:

   1. (1) the fact is not ascertainable by reference to a:

      1. (A) source described in subsection (c)(1); or
      2. (B) document that is a matter of public record; and

   2. (2) the affected members have not received notice of the fact from the corporation;

      the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time the fact referred to is first ascertainable or changes.

7. (f) Articles of amendment under subsection (e):

   1. (1) are considered to be authorized by the:

      1. (A) authorization of the original plan or filed document; or
      2. (B) plan to which the articles of amendment relate; and
   2. (2) may be filed by the corporation without further action by the board of directors or the members.

Sec. 1.2. (a) The following definitions apply to this section:

As added by P.L.170-2016, SEC.13.