Section 23-0.5-1-6 - Terms dependent on facts ascertainable outside the plan or filed document; articles of amendment(a) If a: (1) provision under this article permits any of the terms of a filed document to be dependent on facts objectively ascertainable outside the filed document; and(2) 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 filed document and the manner in which the facts will become operative must be set forth in the filed document.
(b) The facts described in subsection (a) may include any of the following: (1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:(A) Statistical or market indices.(B) Market prices of any security or group of securities.(D) Currency exchange rates.(E) Similar economic or financial data.(2) A determination made or action taken by any person, including the entity or any other party to a filed document.(3) The terms of or actions taken under an agreement to which the entity is a party or any other agreement or document.(c) The following provisions of a filed document may not be made dependent on facts outside the filed document:(1) The name and address of any person required in a filed document.(2) The registered office of any entity required in a filed document.(3) The registered agent of any entity required in a filed document.(4) The number of authorized interests and designation of each class or series of interests.(5) The effective date of a filed document.(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.(d) If a provision of a filed document is made dependent on a fact ascertainable outside the filed document and:(1) the fact is not ascertainable by reference to a source described in subsection (b)(1) or a document that is a matter of public record; and(2) the affected interest holders have not received notice of the fact from the entity; the entity 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.
(e) Articles of amendment filed under subsection (d):(1) are considered to be authorized by the authorization of the original filed document; and(2) may be filed by the entity without further action by the governing person.Added by P.L. 118-2017,SEC. 5, eff. 1/1/2018.