reglab/housing_qa huggingface dataset:
IN Code § 23-1-22-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 22. Powers and Purposes|23-1-22-3. Emergencies; Powers; Meetings

Sec. 3. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:(1) binds the corporation; and(2) may not be used to impose liability on a corporate director, officer, employee, or agent.(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.As added by P.L.149-1986, SEC.6.
IN Code § 23-1-22-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 22. Powers and Purposes|23-1-22-4. Procedures Regulating Transactions Resulting in Change of Control

Sec. 4. (a) In addition to any other provision contained in its articles of incorporation or bylaws or authorized by any other provision of this article, a corporation may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result in a change of control of such corporation.(b) For purposes of this section and any procedure established under this section, "control" means:(1) for any corporation having one hundred (100) or more shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than ten percent (10%) of the voting shares of a corporation's outstanding voting shares; and(2) for any corporation having fewer than one hundred (100) shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than fifty percent (50%) of the voting shares of the corporation's outstanding voting shares.(c) A procedure established under this section may be adopted:(1) in a corporation's original articles of incorporation or bylaws;(2) by amending the articles of incorporation; or(3) notwithstanding that a vote of the shareholders would otherwise be required by any other provision of this article or the articles of incorporation for the adoption or implementation of all or any portion of the procedure, by amending the bylaws.As added by P.L.149-1986, SEC.6.
IN Code § 23-1-22-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 22. Powers and Purposes|23-1-22-5. Challenging Corporation's Power to Act; Ultra Vires Acts

Sec. 5. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(b) A corporation's power to act may be challenged:(1) in a proceeding by a shareholder against the corporation to enjoin the act;(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or(3) in a proceeding by the attorney general under IC 23-1-47-1.(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.As added by P.L.149-1986, SEC.6.
IN Code § 23-1-25-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 25. Shares Generally|23-1-25-1. Authorization of Shares in Articles of Incorporation

Sec. 1. (a) The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 2 of this chapter.(b) The articles of incorporation must authorize:(1) one (1) or more classes of shares that together have unlimited voting rights; and(2) one (1) or more classes of shares (that may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.(c) The articles of incorporation may authorize one (1) or more classes of shares that have one (1) or more of the following characteristics:(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.(2) Are redeemable or convertible as specified in the articles of incorporation:(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;(B) for cash, indebtedness, securities, or other property; and(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.As added by P.L.149-1986, SEC.9.
IN Code § 23-1-25-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 25. Shares Generally|23-1-25-2. Series of Shares; Filing Articles With Secretary of State

Sec. 2. (a) If the articles of incorporation so provide, the board of directors may create one (1) or more series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights (within the limits set forth in section 1 of this chapter) of:(1) any class of shares before the issuance of any shares of that class; or(2) one (1) or more series within a class before the issuance of any shares of that series.(b) Each series of a class must be given a distinguishing designation.(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.(d) Before issuing any shares of a class or series the preferences, limitations, and relative voting and other rights of which are determined under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:(1) the name of the corporation;(2) the text of the amendment determining the terms of the class or series of shares;(3) the date it was adopted; and(4) a statement that the amendment was duly adopted by the board of directors.As added by P.L.149-1986, SEC.9.
IN Code § 23-1-25-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 25. Shares Generally|23-1-25-3. Issuance of Shares; Number; Outstanding Shares

Sec. 3. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to IC 23-1-28.(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.As added by P.L.149-1986, SEC.9.
IN Code § 23-1-25-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 25. Shares Generally|23-1-25-4. Fractional Shares; Scrip

Sec. 4. (a) A corporation may do any one (1) or more of the following:(1) Issue fractions of a share or pay in money the value of fractions of a share.(2) Arrange for disposition of fractional shares by the shareholders.(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by IC 23-1-26-6(b).(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:(1) that the scrip will become void if not exchanged for full shares before a specified date; and(2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.As added by P.L.149-1986, SEC.9.
IN Code § 23-1-26-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-1. Subscription Agreements

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 2 of this chapter.As added by P.L.149-1986, SEC.10.
IN Code § 23-1-26-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-2. Consideration

Sec. 2. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.(c) The corporation may issue shares for such consideration received or to be received as the board of directors determines to be adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.(e) The corporation may (but is not required to) place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may (but is not required to) credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.16.
IN Code § 23-1-26-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-3. Shareholder Liability

Sec. 3. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.As added by P.L.149-1986, SEC.10.
IN Code § 23-1-26-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-4. Share Dividends and Share Splits

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:(1) the articles of incorporation so authorize;(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or(3) there are no outstanding shares of the class or series to be issued.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.As added by P.L.149-1986, SEC.10.
IN Code § 23-1-26-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-5. Rights, Options, or Warrants

Sec. 5. (a) A corporation, acting through its board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration, and may (but need not) be issued pro rata.(b) The terms and conditions of the rights, options, or warrants, including the rights, options, or warrants outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:(1) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by:(A) a person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation; or(B) a transferee of the person described in clause (A); or(2) invalidate or void the rights, options, or warrants held by the person described in subdivision (1)(A) or a transferee described in subdivision (1)(B).As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.17.
IN Code § 23-1-26-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-6. Certificates; Contents; Signatures

Sec. 6. (a) Shares may but need not be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate must state on its face:(1) the name of the issuing corporation and that it is organized under the law of this state;(2) the name of the person to whom issued; and(3) the number and class of shares and the designation of the series, if any, the certificate represents.(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.(d) Each share certificate:(1) must be signed (either manually or in facsimile) by at least two (2) officers (or the sole officer, if the corporation has only one (1) officer) designated in the bylaws or by the board of directors; and(2) may bear the corporate seal or its facsimile.(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.As added by P.L.149-1986, SEC.10. Amended by P.L.107-1987, SEC.5.
IN Code § 23-1-26-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-7. Issuance of Shares Without Certificates

Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by sections 6(b) and 6(c) of this chapter, and, if applicable, section 8 of this chapter.As added by P.L.149-1986, SEC.10.
IN Code § 23-1-26-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-8. Restrictions on Transfer or Registration of Transfer of Shares

Sec. 8. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7(b) of this chapter. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.(c) A restriction on the transfer or registration of transfer of shares is authorized:(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;(2) to preserve exemptions under federal or state securities law; or(3) for any other reasonable purpose.(d) A restriction on the transfer or registration of transfer of shares may, among other things:(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.18.
IN Code § 23-1-26-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 26. Issuance of Shares|23-1-26-9. Expenses Payable From Consideration Received for Shares

Sec. 9. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.As added by P.L.149-1986, SEC.10.