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Chapter 1. Application
23-17-1-0.2. Effect of Repeal of Ic 23-7-1.1; Effect of Reduction by p.l.179-1991 of Penalty or Punishment - Sec. 0.2. (a) Except as provided in subsection (b), the...
23-17-1-1. Domestic Corporations; Application of Article - Sec. 1. (a) After July 31, 1993, this article applies...
23-17-1-2. Foreign Corporations; Application of Article - Sec. 2. After July 31, 1993, this article applies to...
23-17-1-3. Official Comments; Publication; Construction and Application of Article - Sec. 3. Official comments may be published by the Indiana...
23-17-1-4. Article Citation - Sec. 4. This article may be cited as the Indiana...
23-17-1-5. References - Sec. 5. All references to this article in the articles...
Chapter 2. Definitions
23-17-2-1. Application of Chapter - Sec. 1. The definitions in this chapter apply throughout this...
23-17-2-2. "Approved by the Members" - Sec. 2. "Approved by the members" means the votes cast...
23-17-2-3. "Articles of Incorporation" - Sec. 3. "Articles of incorporation" includes amended and restated articles...
23-17-2-4. "Board of Directors" - Sec. 4. (a) "Board of directors" means the person or...
23-17-2-5. "Bylaws" - Sec. 5. "Bylaws" means a code of rules, other than...
23-17-2-6. "Class" - Sec. 6. "Class" means a group of memberships that have...
23-17-2-7. "Corporation" - Sec. 7. (a) "Corporation" means a public benefit, mutual benefit,...
23-17-2-8. "Delegate" - Sec. 8. "Delegate" means a person elected or appointed to...
23-17-2-9. "Director" - Sec. 9. "Director" means an individual designated in articles of...
23-17-2-10. "Distribution" - Sec. 10. (a) "Distribution" means a direct or an indirect...
23-17-2-11. "Domestic Corporation" - Sec. 11. (a) "Domestic corporation" means a public benefit, mutual...
23-17-2-12. "Entity" - Sec. 12. "Entity" includes the following: (1) A domestic corporation...
23-17-2-13. "Foreign Corporation" - Sec. 13. "Foreign corporation" means a corporation incorporated as a...
23-17-2-14. "Governmental Subdivision" - Sec. 14. "Governmental subdivision" includes authority, county, district, and municipality....
23-17-2-15. "Individual" - Sec. 15. "Individual" means a natural person. The term includes...
23-17-2-16. "Mail" - Sec. 16. "Mail" means either of the following: (1) First...
23-17-2-17. "Member" - Sec. 17. (a) "Member" means a person who, on more...
23-17-2-18. "Membership" - Sec. 18. "Membership" means the rights and obligations a member...
23-17-2-19. "Mutual Benefit Corporation" - Sec. 19. "Mutual benefit corporation" means a domestic corporation that:...
23-17-2-20. "Person" - Sec. 20. "Person" means an individual or entity. As added...
23-17-2-21. "Principal Office" - Sec. 21. "Principal office" means the office, inside or outside...
23-17-2-22. "Proceeding" - Sec. 22. "Proceeding" includes a civil suit and a criminal,...
23-17-2-23. "Public Benefit Corporation" - Sec. 23. "Public benefit corporation" means a domestic corporation that...
23-17-2-24. "Record Date" - Sec. 24. "Record date" means the date established under this...
23-17-2-25. "Religious Corporation" - Sec. 25. "Religious corporation" means a domestic corporation that is:...
23-17-2-26. "Secretary" - Sec. 26. "Secretary" means the corporate officer to whom a...
23-17-2-27. "Vote", "Voting", or "Casting a Vote" - Sec. 27. (a) "Vote" includes authorization by written ballot, and...
23-17-2-28. "Voting Power" - Sec. 28. (a) "Voting power" means the total number of...
Chapter 3. Organization
23-17-3-1. Incorporator Filing of Articles of Incorporation - Sec. 1. At least one (1) person may act as...
23-17-3-2. Articles of Incorporation; Required Provisions - Sec. 2. Articles of incorporation must contain the following: (1)...
23-17-3-3. Articles of Incorporation; Optional Provisions - Sec. 3. Articles of incorporation may contain the following: (1)...
23-17-3-4. Articles of Incorporation; Optional Corporate Powers Provisions - Sec. 4. Articles of incorporation do not have to contain...
23-17-3-5. Filing of Articles; Commencement of Existence; Proof of Satisfaction of Conditions Precedent - Sec. 5. (a) Unless a delayed effective date is specified,...
23-17-3-6. Purporting to Act on Behalf of Nonexistent Corporation; Liability - Sec. 6. A person who purports to act as or...
23-17-3-7. Organizational Meetings - Sec. 7. (a) After incorporation: (1) if initial directors are...
23-17-3-8. Bylaws; Contents - Sec. 8. (a) The incorporators or board of directors of...
23-17-3-9. Emergency Bylaws; Effect - Sec. 9. (a) Unless the articles of incorporation provide otherwise,...
Chapter 4. Purposes and Powers
23-17-4-1. Authorized Activities; Corporations Subject to Regulation Under Other Statutes - Sec. 1. (a) A corporation incorporated under this article has...
23-17-4-2. Perpetual Duration and Succession; Powers - Sec. 2. Unless a corporation's articles of incorporation provide otherwise,...
23-17-4-3. Emergency Powers of Board; Procedures; Effect - Sec. 3. (a) In anticipation of or during an emergency...
23-17-4-4. Challenges Based on Corporate Power to Act - Sec. 4. (a) Except as provided in subsection (b), the...
Chapter 5. Repealed - Repealed by P.L.118-2017, SEC.88.
Chapter 6. Repealed - Repealed by P.L.118-2017, SEC.89.
Chapter 7. Members; Admission; Types of Memberships; Rights and Duties
23-17-7-1. Criteria or Procedures for Admission; Consent - Sec. 1. (a) Articles of incorporation or bylaws may establish...
23-17-7-2. Consideration for Admission - Sec. 2. Except as provided in a corporation's articles of...
23-17-7-3. Corporations Without Members - Sec. 3. A corporation is not required to have members....
23-17-7-4. Rights and Duties; Membership Classes - Sec. 4. Members shall have the same rights and obligations...
23-17-7-5. Transfer Rights; Restrictions - Sec. 5. (a) Except as set forth in or authorized...
23-17-7-6. Liability for Acts or Debts of Corporation - Sec. 6. A member of a corporation is not personally...
23-17-7-7. Liability for Obligations; Transferee's Liability - Sec. 7. (a) A member may become liable to the...
23-17-7-8. Creditor's Proceedings; Liability of Members; Prerequisites; Intervention and Joinder - Sec. 8. (a) A proceeding may not be brought by...
23-17-7-9. Advancements or Loans to Corporation; Return or Repayment - Sec. 9. A member may advance or loan money to...
Chapter 8. Resignation and Termination of Members
23-17-8-1. Resignation; Liability for Obligations - Sec. 1. (a) A member may resign at any time....
23-17-8-2. Expulsion, Suspension, or Termination; Procedures; Limitation of Actions; Liability for Obligations - Sec. 2. (a) A member of a public benefit or...
23-17-8-3. Purchase of Memberships or Membership Rights; Public Benefit or Religious Corporation; Mutual Benefit Corporation - Sec. 3. (a) A public benefit or religious corporation may...
Chapter 9. Delegates
23-17-9-1. Authority - Sec. 1. A corporation may provide in articles of incorporation...
23-17-9-2. Articles of Incorporation or Bylaws; Provisions - Sec. 2. The articles of incorporation or bylaws may set...
Chapter 10. Meetings and Action Without Meetings
23-17-10-1. Annual and Regular Membership Meetings; Meetings and Participation by Remote Communication - Sec. 1. (a) A corporation with members must hold a...
23-17-10-2. Special Meetings; Meetings and Participation by Remote Communication - Sec. 2. (a) A corporation with members must hold a...
23-17-10-3. Court Ordered Meetings - Sec. 3. The circuit court or superior court of the...
23-17-10-4. Action Taken Without Meeting; Approval of Action by Members Holding 80 Percent of Votes Entitled to Be Cast - Sec. 4. (a) Unless limited or prohibited by the articles...
23-17-10-5. Notice of Meetings - Sec. 5. (a) A corporation shall give notice of meetings...
23-17-10-6. Waiver of Notice - Sec. 6. (a) A member may waive a notice required...
23-17-10-7. Record Date - Sec. 7. (a) Bylaws may fix or provide the manner...
23-17-10-8. Action Taken Without Meeting; Delivery of Written Ballots to Members Entitled to Vote on Matter - Sec. 8. (a) Unless prohibited or limited by articles of...
Chapter 11. Voting
23-17-11-1. List of Members Entitled to Notice of Meeting; Inspection; Validity of Action Not Affected by Unavailability of List; Limitation on Inspection Imposed by Religious and Public Benefit Corporations - Sec. 1. (a) After fixing a record date for a...
23-17-11-2. Refusal to Provide Names or Identifying Information Relating to Contributors - Sec. 2. Notwithstanding the requirements of this article, a corporation...
23-17-11-3. Member Entitled to One Vote; Membership Standing of Record in Names of Two or More Persons - Sec. 3. (a) Unless articles of incorporation or bylaws provide...
23-17-11-4. Quorum; Increasing or Decreasing Quorum; Vote on Matter Not Described in Notice for Regular or Annual Meeting; Votes Considered Present for Quorum Purposes - Sec. 4. (a) Unless this article, articles of incorporation, or...
23-17-11-5. Voting; Approval of Actions - Sec. 5. (a) If a quorum exists, action on a...
23-17-11-6. Vote by Proxy - Sec. 6. (a) A member may vote the member's membership...
23-17-11-7. Election of Directors; Cumulative Voting - Sec. 7. (a) Unless otherwise provided in articles of incorporation...
23-17-11-8. Election of Directors; Organizational Unit, Geographic Unit, Preferential Voting, or Other Reasonable Method - Sec. 8. A corporation may provide in the corporation's articles...
23-17-11-9. Acceptance or Rejection of Votes; Liability; Validity of Corporate Action - Sec. 9. (a) If the name signed on a vote,...
Chapter 12. Directors
23-17-12-1. Necessity of Having Board of Directors; Exercise of Corporate Powers; Management of Corporate Business; Delegation of Powers - Sec. 1. (a) A corporation must have a board of...
23-17-12-2. Qualifications - Sec. 2. (a) A director must be an individual. (b)...
23-17-12-3. Number of Directors; Increase or Decrease in Number - Sec. 3. (a) A board of directors must consist of...
23-17-12-4. Time and Method of Election - Sec. 4. (a) If a corporation has members, all the...
23-17-12-5. Term - Sec. 5. (a) Articles of incorporation or bylaws must specify...
23-17-12-6. Staggered Terms - Sec. 6. Articles of incorporation or bylaws may provide for...
23-17-12-7. Resignation - Sec. 7. (a) A director may resign at any time...
23-17-12-8. Removal of Director by Vote of Members - Sec. 8. (a) Members may remove a director elected by...
23-17-12-9. Removal of Director by Vote of Directors - Sec. 9. A director elected by the board of directors...
23-17-12-10. Removal of Director by Vote of Directors; Reasons Set Forth in Articles of Incorporation or in Bylaws - Sec. 10. If at the beginning of a director's term...
23-17-12-11. Religious Corporations; Removal of Directors - Sec. 11. The articles of incorporation or bylaws of a...
23-17-12-12. Removal of Designated or Appointed Directors - Sec. 12. (a) A designated director may be removed by...
23-17-12-13. Removal by Court Order - Sec. 13. (a) The circuit court or superior court of...
23-17-12-14. Filling Vacancies - Sec. 14. (a) Unless the articles of incorporation or bylaws...
23-17-12-15. Compensation - Sec. 15. Unless articles of incorporation or bylaws provide otherwise,...
Chapter 13. Standards of Conduct for Directors
23-17-13-1. Duties; Reliance on Statements of and Information Given by Others; Conditions for Liability; Director Not Trustee - Sec. 1. (a) A director shall, based on facts then...
23-17-13-2. Repealed - As added by P.L.179-1991, SEC.1. Repealed by P.L.110-2008, SEC.13.
23-17-13-2.5. Contracts and Transactions in Which Member, Director, Officer, or Member of Designated Body Has Interest - Sec. 2.5. (a) This section applies unless the articles of...
23-17-13-3. Loans to and Guarantees of Obligations of Directors or Officers - Sec. 3. (a) A corporation may not: (1) lend money...
23-17-13-4. Unlawful Distributions; Liability - Sec. 4. (a) Subject to section 1(d) of this chapter,...
Chapter 14. Officers
23-17-14-1. Required Officers; Preparation of Minutes of Meetings and Authentication of Corporate Records; Offices Held Simultaneously - Sec. 1. (a) Unless otherwise provided in articles of incorporation...
23-17-14-2. Duties - Sec. 2. An officer shall perform the duties set forth...
23-17-14-3. Resignation - Sec. 3. (a) An officer may resign at any time...
23-17-14-4. Election, Appointment, Resignation, or Removal; Contract Rights - Sec. 4. (a) The election or appointment of an officer...
Chapter 15. Meetings and Action of Board of Directors
23-17-15-1. Regular and Special Meetings; Location of Meetings; Means of Participation in Meeting - Sec. 1. (a) If the time and place of a...
23-17-15-2. Action Taken Without Meeting - Sec. 2. (a) Unless articles of incorporation or bylaws provide...
23-17-15-3. Notice of Meeting - Sec. 3. (a) Unless articles of incorporation or bylaws provide...
23-17-15-4. Waiver of Notice of Meeting - Sec. 4. (a) A director may waive a notice required...
23-17-15-5. Quorum; Affirmative Vote of Majority of Directors Constitutes Act of Board - Sec. 5. (a) Except as otherwise provided in this article,...
23-17-15-5.5. Mutual Benefit Corporations; Proxy Voting for Electric Cooperatives - Sec. 5.5. (a) This section applies only to a mutual...
23-17-15-6. Committees - Sec. 6. (a) Unless this article, the articles of incorporation,...
Chapter 16. Indemnification
23-17-16-1. Corporation Defined - Sec. 1. As used in this chapter, "corporation" includes a...
23-17-16-2. Director Defined - Sec. 2. (a) As used in this chapter, "director" means...
23-17-16-3. Expenses as Including Attorney's Fees - Sec. 3. As used in this chapter, "expenses" includes attorney's...
23-17-16-4. Liability Defined - Sec. 4. As used in this chapter, "liability" means the...
23-17-16-5. Official Capacity Defined - Sec. 5. (a) As used in this chapter, "official capacity"...
23-17-16-6. Party Defined - Sec. 6. As used in this chapter, "party" includes an...
23-17-16-7. Proceeding Defined - Sec. 7. As used in this chapter, "proceeding" means a...
23-17-16-8. Grounds for Indemnification; Conduct With Respect to Employee Benefit Plans; Judgment, Order, Settlement, Conviction, or Nolo Contendere Plea Not Determinative of Failure to Meet Standard of Conduct - Sec. 8. (a) If an individual is made a party...
23-17-16-9. Director Wholly Successful in Defense of Proceeding - Sec. 9. Unless limited by articles of incorporation, a corporation...
23-17-16-10. Reasonable Expense Payments in Advance of Final Disposition - Sec. 10. (a) A corporation may pay for or reimburse...
23-17-16-11. Application to Court; Grounds for Ordering Indemnification - Sec. 11. Unless a corporation's articles of incorporation provide otherwise,...
23-17-16-12. Authorization of Indemnification; Evaluation as to Reasonableness of Expenses; Procedures of Board of Directors - Sec. 12. (a) A corporation may not indemnify a director...
23-17-16-13. Indemnification of Officers, Employees, and Agents - Sec. 13. Unless a corporation's articles of incorporation provide otherwise:...
23-17-16-14. Purchase of Insurance - Sec. 14. A corporation may purchase and maintain insurance on...
23-17-16-15. Other Rights to Indemnification; Reimbursement of Expenses of Appearing as Witness - Sec. 15. (a) The indemnification and advance for expenses provided...
Chapter 17. Amendment of Articles of Incorporation
23-17-17-1. Written Approval by Specified Person - Sec. 1. Articles of incorporation may require an amendment to...
23-17-17-2. Termination, Redemption, or Cancellation of Members or Class of Members of Public Benefit or Mutual Benefit Corporation - Sec. 2. (a) An amendment to articles of incorporation or...
23-17-17-3. Adding or Changing Required or Permitted Provision; Deleting Provision Not Required - Sec. 3. (a) A corporation may amend the corporation's articles...
23-17-17-4. Adoption by Board of Directors Without Member Approval; Amendments Adopted by Incorporators - Sec. 4. (a) Unless articles of incorporation provide otherwise, a...
23-17-17-5. Approval by Board of Directors, Members, and Person Whose Approval Is Required; Initiation of Amendment by Board of Directors; Approval at Membership Meeting; Notice; Approval by Written Consent or Ballot; Amendment Summary - Sec. 5. (a) Unless this article, articles of incorporation, bylaws,...
23-17-17-6. Public Benefit, Mutual Benefit, or Religious Corporation; Vote by Members of Class - Sec. 6. (a) The members of a class in a...
23-17-17-7. Delivery to Secretary of State of Articles of Amendment; Amendment Changing Corporate Name - Sec. 7. (a) A corporation amending the corporation's articles of...
23-17-17-8. Restatement of Articles of Incorporation; Amendment of Articles Included in Restatement; Approval - Sec. 8. (a) A corporation's board of directors may restate...
23-17-17-9. Articles of Restatement; Delivery to Secretary of State; Statements Required to Be Included; Effect of Restated Articles; Certification by Secretary of State - Sec. 9. (a) A corporation restating the corporation's articles of...
23-17-17-10. Amendment of Articles of Incorporation to Carry Out Reorganization Plan - Sec. 10. (a) A corporation's articles of incorporation may be...
23-17-17-11. Rights, Claims, Proceedings, and Limitations Not Affected by Amendment to Articles or by Change of Corporate Name - Sec. 11. (a) An amendment to articles of incorporation does...
Chapter 18. Amendment of Bylaws
23-17-18-1. Amendment or Repeal by Directors; Notice - Sec. 1. (a) A board of directors may amend or...
23-17-18-2. Class Voting - Sec. 2. (a) The members of a class in a...
Chapter 19. Merger
23-17-19-1. Authorization; Plan; Required Provisions; Optional Provisions - Sec. 1. (a) Subject to the limitations in section 2...
23-17-19-2. Mergers Without Prior Approval; Conditions - Sec. 2. (a) Without the prior approval of the circuit...
23-17-19-3. Approval of Mergers - Sec. 3. (a) Unless this article, articles of incorporation, bylaws,...
23-17-19-4. Articles of Merger; Contents; Effective Date; Filing - Sec. 4. (a) After a plan of merger is approved...
23-17-19-4.5. Amendment or Abandonment of Plan of Merger - Sec. 4.5. (a) After a merger is authorized, and at...
23-17-19-5. Effect of Mergers - Sec. 5. (a) When a merger takes effect the following...
23-17-19-6. Foreign Corporations - Sec. 6. (a) Except as provided in section 2 of...
23-17-19-7. Bequests, Devises, Gifts, Grants, or Premises - Sec. 7. A bequest, devise, gift, grant, or promise contained...
23-17-19-8. Compliance With Related Provisions - Sec. 8. A domestic business corporation that is a party...
Chapter 20. Sale of Assets
23-17-20-1. Disposal and Encumbrance of Property - Sec. 1. (a) A corporation may, on the terms and...
23-17-20-2. Disposal of Property Other Than in Usual or Regular Course of Business; Authorization; Abandonment of Transactions - Sec. 2. (a) A corporation may sell, lease, exchange, or...
Chapter 21. Distributions
23-17-21-1. Prohibited Distributions - Sec. 1. Except as authorized under section 2 of this...
23-17-21-2. Exceptions to Prohibition - Sec. 2. (a) A mutual benefit corporation may purchase the...
Chapter 22. General Dissolution
23-17-22-1. Corporations Without Members; Corporations That Have Not Commenced Business; Articles of Dissolution; Contents - Sec. 1. A majority of the incorporators or initial directors...
23-17-22-2. Proposals by Board; Conditions for Adoption; Notice - Sec. 2. (a) A corporation's board of directors may propose...
23-17-22-3. Articles of Dissolution; Contents - Sec. 3. (a) After a dissolution is authorized, the corporation...
23-17-22-4. Revocation; Authorization; Articles of Revocation; Contents; Effect - Sec. 4. (a) A corporation may revoke the corporation's dissolution...
23-17-22-5. Continued Existence; Winding Up and Liquidation; Effect of Dissolution - Sec. 5. (a) A dissolved corporation continues the corporation's corporate...
23-17-22-6. Claims Against Dissolved Corporation; Notice to Claimants; Limitation of Actions - Sec. 6. (a) A dissolved corporation may dispose of the...
23-17-22-7. Claims Against Dissolved Corporation; Notice by Publication; Limitation of Actions; Enforcement - Sec. 7. (a) A dissolved corporation may also publish notice...
Chapter 23. Repealed - Repealed by P.L.118-2017, SEC.92.
Chapter 24. Judicial Dissolution
23-17-24-1. Judicial Dissolution; When Allowable; Factors Considered - Sec. 1. (a) A circuit court or superior court may...
23-17-24-1.5. Remedies, Assurance of Voluntary Compliance - Sec. 1.5. (a) This section applies to the following: (1)...
23-17-24-2. Venue; Parties; Judicial Authority; Notice to Attorney General - Sec. 2. (a) Venue for a proceeding brought by the...
23-17-24-3. Receivers and Custodians - Sec. 3. (a) A court in a judicial proceeding brought...
23-17-24-4. Decree of Dissolution; Winding Up Affairs - Sec. 4. (a) If after a hearing the court determines...
Chapter 25. Private Foundations
23-17-25-1. Duties and Prohibitions - Sec. 1. Except where otherwise determined by a court of...
Chapter 26. Repealed - Repealed by P.L.118-2017, SEC.93.
Chapter 27. Records and Reports
23-17-27-1. Required Records - Sec. 1. (a) A corporation shall keep as permanent records...
23-17-27-2. Member's Right to Inspect and Copy Records - Sec. 2. (a) Subject to subsection (e) and section 3(c)...
23-17-27-3. Inspection by Member's Agent or Attorney; Copies; Costs; List of Members - Sec. 3. (a) A member's agent or attorney, if authorized...
23-17-27-4. Court Order for Inspection and Copying; Payment of Costs by Corporation; Restrictions on Use of Records - Sec. 4. (a) If a corporation does not allow a...
23-17-27-5. Membership List; Use - Sec. 5. Without the consent of a board of directors,...
23-17-27-6. Annual Financial Statements; Furnishing to Members - Sec. 6. (a) Except as provided in articles of incorporation...
23-17-27-7. Indemnification or Advance of Expenses to Director; Report to Members - Sec. 7. If a corporation indemnifies or advances expenses to...
23-17-27-8. Repealed - As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.15; P.L.11-1996,...
Chapter 28. Notice
23-17-28-1. Notice - Sec. 1. Notice under this article must be in writing...
23-17-28-2. Notice; Means of Communication - Sec. 2. Notice, if otherwise in proper form under this...
23-17-28-3. Corporations; Notice by Mail - Sec. 3. Written notice by a domestic or foreign corporation...
23-17-28-4. Address of Corporations; Notice - Sec. 4. Written notice to a domestic or foreign corporation...
23-17-28-5. Effective Date of Notice - Sec. 5. Except as provided in this chapter or other...
23-17-28-6. Newsletters, Magazines, or Other Publications; Written Notice - Sec. 6. A written notice or report delivered as part...
23-17-28-7. Oral Notice - Sec. 7. Oral notice is effective when communicated. As added...
23-17-28-8. Prescribed Notice Requirements - Sec. 8. If this article prescribes notice requirements for particular...
Chapter 29. Repealed - Repealed by P.L.118-2017, SEC.96.
Chapter 30. Miscellaneous Provisions
23-17-30-1. Dissolution of Corporations; Transfer and Distribution of Assets - Sec. 1. (a) Assets of a dissolved corporation that should...
23-17-30-2. Religious Doctrines; Conflict With Statutes - Sec. 2. If religious doctrine or practice governing the affairs...
23-17-30-3. Secretary of State; Powers and Duties - Sec. 3. The secretary of state has the power reasonably...
23-17-30-4. Meetings Impractical or Impossible; Court Orders - Sec. 4. (a) If it is impractical or impossible for...
Chapter 31. Repealed - Repealed by P.L.118-2017, SEC.97.