Sec. 32. (a) If the board of directors of an association, under authority expressly vested in the board by the articles of incorporation, adopts a resolution that determines and states the relative rights, preferences, limitations, or restrictions of any class or classes of shares, or of any series of any class or classes, the association may not issue any of such shares unless the association first presents in duplicate in the office of the secretary of state, accompanied by the fees prescribed by this chapter, a certificate signed by the secretary or assistant secretary, and verified under oath by the president or a vice president of the association, setting forth the resolution so adopted and the time and manner of its adoption.
(b) Upon presentation of a certificate under subsection (a), the secretary of state, if the secretary of state finds that the certificate conforms to law and to the articles of incorporation of the association:
(1) shall endorse the secretary of state's approval on each copy of the certificate; and
(2) when all fees have been paid as required by law, shall:
(A) file one (1) copy of the certificate in the secretary of state's office;
(B) issue the secretary of state's certificate of approval and filing; and
(C) forward to the association the secretary of state's certificate, together with the other copy of the certificate of the officers of the association bearing the endorsement of the secretary of state's approval.
After the secretary of state takes the actions under subdivisions (1) and (2), the association may issue the shares.
[Pre-2008 Recodification Citations: subsection (a) formerly 15-7-1-13(j) part; subsection (b) formerly 15-7-1-13(j) part.]
As added by P.L.2-2008, SEC.3.
Structure Indiana Code
Title 15. Agriculture and Animals
Article 12. Agricultural Assistance Organizations and Programs
Chapter 1. Agricultural Cooperatives
15-12-1-1. Purpose; Legislative Declaration
15-12-1-2. Application of Definitions in Ic 23-1
15-12-1-3. "Agricultural Products"
15-12-1-7. Associations Governed as Nonprofit Corporations
15-12-1-8. Eligibility to Form an Association
15-12-1-9. Authorized Activities
15-12-1-10. Association; Powers
15-12-1-11. Association; Membership; Issuance of Stock
15-12-1-12. Articles of Incorporation
15-12-1-13. Presentation of Articles of Incorporation
15-12-1-15. Bylaws; Adoption and Amendment; Scope
15-12-1-16. Association; Meetings; Special Meetings
15-12-1-17. Board of Directors; Management of Association
15-12-1-18. Board of Directors; Election; Terms
15-12-1-19. Board of Directors; Districts; Primary Elections
15-12-1-20. Board of Directors; Appointment
15-12-1-21. Board of Directors; Payment; Restrictions
15-12-1-22. Executive Committee; Powers
15-12-1-23. Board of Directors; Vacancies
15-12-1-24. Board of Directors; Eligibility
15-12-1-25. Board of Directors; Financial Report; Records
15-12-1-26. Extension of Credit
15-12-1-27. Election of Officers
15-12-1-28. Membership Certificates
15-12-1-29. Voting Stock; Votes; Transfer
15-12-1-30. Distribution of Dividends
15-12-1-31. Redemption of Stock
15-12-1-32. Issuance of Various Classes of Stock
15-12-1-33. Officers and Director; Charges; Removal
15-12-1-34. Marketing Contracts
15-12-1-35. Remedies for Breach of Contract
15-12-1-36. Purchase of Property or Stock in Another Entity
15-12-1-37. Biennial Report; Contents; Form; Delivery
15-12-1-38. Disclosure of Financial Condition; Offense
15-12-1-39. Application of Other Laws
15-12-1-40. Limitation on the Use of the Term "Cooperative"
15-12-1-41. Membership of Association in Other Corporations or Associations
15-12-1-42. Joint Activities With Other Associations
15-12-1-43. Vote by Existing Cooperatives for Governance Under Chapter
15-12-1-44. Breach of Marketing Contract; Penalty; Injunction
15-12-1-45. Warehouse or Elevator Operator; Breach of Marketing Contract; Penalty; Injunction
15-12-1-46. Exemption From Conspiracy and Monopoly Laws; Legality of Marketing Contracts
15-12-1-47. Application of Corporation Laws; Exceptions
15-12-1-48. Secretary of State; Fees
15-12-1-49. Foreign Cooperative Associations; Application for Admission
15-12-1-50. Foreign Cooperative Associations; Certificate of Admission
15-12-1-51. Admitted Foreign Cooperative Associations; Rights and Restrictions
15-12-1-52. Governance of Certificates of Stock and Membership