reglab/housing_qa huggingface dataset:
IN Code § 23-17-17-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|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 incorporation shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth the following:(1) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or another person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement.(2) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required under section 7 of this chapter.(3) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under section 1 of this chapter, a statement that the approval was obtained.(b) The restatement of articles of incorporation must include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the following:(1) The names and addresses of the incorporators or the initial or present registered office or agent.(2) The mailing address of the corporation if a biennial report has been filed with the secretary of state.(c) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.(d) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required under subsection (a).As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.124; P.L.119-2015, SEC.54.
IN Code § 23-17-17-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|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 amended without approval:(1) of the board of directors;(2) by the members; or(3) as required by section 1 of this chapter;to carry out a plan of reorganization ordered by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under IC 23-17-3-2.(b) An individual designated by a court shall deliver to the secretary of state articles of amendment setting forth the following:(1) The name of the corporation.(2) The text of each amendment approved by the court.(3) The date of the court's order or decree approving the articles of amendment.(4) The title of the reorganization proceeding in which the order or decree was entered.(5) A statement that the court had jurisdiction of the proceeding under federal statute.(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.125.
IN Code § 23-17-17-11 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|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 not affect the following:(1) A proceeding to which the corporation is a party in a cause of action existing against or in favor of the corporation.(2) A requirement or limitation imposed upon the corporation or any property held by the corporation by virtue of any trust upon which the property is held by the corporation.(3) The existing rights of persons other than members of the corporation.(b) An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in the corporation's former name.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-18-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|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 repeal a corporation's bylaws unless:(1) articles of incorporation;(2) bylaws; or(3) this article;provide otherwise, subject to approval required under IC 23-17-17-1. However, until the directors have been chosen, the incorporators have power to amend or repeal the bylaws. This section is subject to the class voting rules under section 2 of this chapter.(b) The corporation must provide notice of any meeting of directors at which an amendment is to be approved. The notice must do the following:(1) Be in accordance with IC 23-17-15-3.(2) State that the purpose of the meeting is to consider a proposed amendment to the bylaws.(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.
IN Code § 23-17-18-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 18. Amendment of Bylaws|23-17-18-2. Class Voting

Sec. 2. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would do the following:(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, privileges, preferences, restrictions, or conditions of another class.(3) Increase or decrease the number of memberships authorized for the class.(4) Increase the number of memberships authorized for another class.(5) Effect an exchange, reclassification, or termination of all or part of the memberships of the class.(6) Authorize a new class of memberships.(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the bylaws only if a class vote is provided for in articles of incorporation or bylaws.(d) If:(1) a class is to be divided into at least two (2) classes as approved by the members of each class that would be created by the amendment; and(2) a class vote is required to approve an amendment to the bylaws;the amendment must be approved by the members of the class by a majority of the votes cast by the class.(e) A class of members has the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-19-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-1. Authorization; Plan; Required Provisions; Optional Provisions

Sec. 1. (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.(b) A plan of merger must set forth the following:(1) The name of the following:(A) Each corporation planning to merge.(B) The surviving corporation into which each corporation plans to merge.(2) The terms and conditions of the planned merger.(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:(A) memberships, obligations, or securities of the surviving or any other corporation; or(B) cash or other property in whole or part.(c) The plan of merger may set forth the following:(1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.(2) Other provisions relating to the planned merger.(3) A delayed effective date.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-19-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-4. Articles of Merger; Contents; Effective Date; Filing

Sec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:(1) The name of the surviving corporation following the merger.(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors.(3) If approval by members was required, the following:(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation's corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.
IN Code § 23-17-19-4.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-4.5. Amendment or Abandonment of Plan of Merger

Sec. 4.5. (a) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be amended in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.(b) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights), without further member action, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.As added by P.L.118-2017, SEC.90.
IN Code § 23-17-19-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-5. Effect of Mergers

Sec. 5. (a) When a merger takes effect the following occur:(1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.(2) The title to real property and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger.(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.(b) After a merger takes effect as provided in this article, any terms of the plan of merger that are not included in the articles of incorporation shall be considered to be contract rights only and not part of the governing document of the corporation.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-19-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-6. Foreign Corporations

Sec. 6. (a) Except as provided in section 2 of this chapter, foreign business or nonprofit corporations may merge with domestic nonprofit corporations if the following conditions are met:(1) The merger is permitted by the law of the state or country under whose laws each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.(2) The foreign corporation complies with section 4 of this chapter if the foreign corporation is the surviving corporation of the merger.(3) Each domestic nonprofit corporation complies with sections 1 through 3 of this chapter and, if the domestic nonprofit corporation is the surviving corporation of the merger, with section 4 of this chapter.(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is considered to have irrevocably appointed the secretary of state as the agent for service of process for the business or corporation in any proceeding brought against the business or corporation.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-19-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-7. Bequests, Devises, Gifts, Grants, or Premises

Sec. 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that:(1) is made to a constituent corporation; and(2) takes effect or remains payable after the merger;inures to the surviving corporation unless a will or other instrument otherwise specifically provides.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-19-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 19. Merger|23-17-19-8. Compliance With Related Provisions

Sec. 8. A domestic business corporation that is a party to a merger with a nonprofit corporation under this chapter shall comply with all applicable requirements of IC 23-1 relating to mergers except when inconsistent with this chapter. A domestic business corporation that is the survivor of a merger with a nonprofit corporation is subject to IC 23-1 after the merger.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-20-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 20. Sale of Assets|23-17-20-1. Disposal and Encumbrance of Property

Sec. 1. (a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do the following:(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of the corporation's activities.(2) Mortgage, pledge, dedicate to the repayment of indebtedness, with or without recourse, or otherwise encumber the corporation's property whether or not in the usual and regular course of the corporation's activities.(b) Unless articles of incorporation require approval of the members or any other person of a transaction described in subsection (a) is not required.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-21-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 21. Distributions|23-17-21-1. Prohibited Distributions

Sec. 1. Except as authorized under section 2 of this chapter, a corporation may not make distributions.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-21-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 21. Distributions|23-17-21-2. Exceptions to Prohibition

Sec. 2. (a) A mutual benefit corporation may purchase the corporation's memberships if, after the purchase is completed:(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and(2) the corporation's total assets would at least equal the sum of the corporation's total liabilities.(b) Corporations may make distributions upon dissolution in conformity with IC 23-0.5-6, IC 23-17-22, or IC 23-17-24.(c) A corporation may, in conformity with the purposes of the corporation, make distributions to and confer benefits on a member or an affiliate that is a governmental entity (as defined under IC 34-6-2-49) or a member or an affiliate that is another nonprofit domestic or foreign entity if, after any distribution is completed:(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and(2) the corporation's total assets would at least equal the corporation's total liabilities.An affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with the corporation. Control includes the power to select the corporation's board of directors.(d) Corporations may repay loans or advances in accordance with and to the extent authorized under IC 23-17-7-9.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1998, SEC.129; P.L.118-2017, SEC.91.
IN Code § 23-17-22-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|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 of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following:(1) The name of the corporation.(2) The date of the corporation's incorporation.(3) Either:(A) that no membership in the corporation has been issued; or(B) that the corporation has not commenced business.(4) That no debt of the corporation remains unpaid.(5) That a majority of the incorporators or initial directors authorized the dissolution.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-22-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-2. Proposals by Board; Conditions for Adoption; Notice

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members.(b) For a proposal to dissolve to be adopted, the following conditions must be met:(1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members.(2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f).(3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing.(c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution.(d) The board of directors may condition the board's submission of the proposal for dissolution on any basis.(e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation.(f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal.(g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following:(1) IC 6-8.1-10-9.(2) IC 22-4-32-23.As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.
IN Code § 23-17-22-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-3. Articles of Dissolution; Contents

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following:(1) The name of the corporation.(2) The date dissolution was authorized.(3) A statement that dissolution was approved by a sufficient vote of the board of directors.(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.(5) If approval by members was required, the following:(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.(B) The total number of:(i) votes cast for and against dissolution by each class entitled to vote separately on dissolution; or(ii) undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.(6) If approval of dissolution was by a person other than the members, a statement that approval under section 2(b)(3) of this chapter was obtained.(b) A corporation is dissolved upon the effective date of the corporation's articles of dissolution.As added by P.L.179-1991, SEC.1.