reglab/housing_qa huggingface dataset:
IN Code § 23-1-27-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation|23-1-27-1. Preemptive Rights

Sec. 1. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.(3) There is no preemptive right with respect to:(A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;(B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;(C) shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or(D) shares sold otherwise than for money.(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.(c) 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.11.
IN Code § 23-1-27-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation|23-1-27-2. Corporation Acquiring Its Own Shares

Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(c) Articles of amendment for purposes of subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:(1) the name of the corporation;(2) the reduction in the number of authorized shares, itemized by class and series; and(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.(d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).(e) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.
IN Code § 23-1-28-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-1. Distributions

Sec. 1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in section 3 of this chapter.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-28-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-2. Record Date, Declaration Date, and Payment Date

Sec. 2. The board of directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution to a corporation's shareholders. If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-28-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-3. Prohibited Distributions

Sec. 3. A distribution may not be made if, after giving it effect:(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-28-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-4. Basis for Determination That Distribution Not Prohibited

Sec. 4. The board of directors may base a determination that a distribution is not prohibited under section 3 of this chapter either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-28-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-5. Measuring Effect of Distribution; Date

Sec. 5. The effect of a distribution under section 3 of this chapter is measured:(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:(A) the date money or other property is transferred or debt incurred by the corporation; or(B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and(3) in all other cases, as of:(A) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or(B) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-28-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 28. Distributions to Shareholders|23-1-28-6. Indebtedness to Shareholder; Priority

Sec. 6. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.As added by P.L.149-1986, SEC.12.
IN Code § 23-1-29-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 29. Meetings of Shareholders|23-1-29-1. Annual Meetings; Remote Communication

Sec. 1. (a) Unless directors are elected by written consent instead of at an annual meeting as permitted by section 4 of this chapter, a corporation shall hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation's articles of incorporation authorize shareholders to cumulate the shareholder's votes when electing directors as provided under IC 23-1-30-9, directors may not be elected by less than unanimous consent.(b) Annual shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws. The bylaws may provide that the meeting will not be held in any place but may, instead, be held solely by means of remote communication. If no place is stated in or fixed in accordance with the bylaws, the board of directors:(1) except as provided in subdivision (2), shall determine in the board's sole discretion the location of the annual meeting; or(2) may determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication.(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.(d) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, shareholders not physically present at an annual meeting of shareholders may:(1) participate in the annual meeting of shareholders by means of remote communication; and(2) if the conditions under subsection (e) are met, be considered present in person and vote at the annual meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.(e) With respect to an annual meeting at which a shareholder may participate by remote communication, the corporation shall:(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the annual meeting by means of remote communication is that shareholder or the shareholder's proxy;(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and(3) maintain a record of any votes cast or actions taken by a shareholder who participated in an annual meeting by remote communication.As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.19; P.L.119-2015, SEC.10.
IN Code § 23-1-29-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 29. Meetings of Shareholders|23-1-29-3. Court-Ordered Meetings

Sec. 3. The circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located may order a meeting to be held and may fix the time and place of the meeting, which shall be conducted in accordance with the corporation's articles of incorporation and bylaws:(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or(2) on application of a shareholder who signed a demand for a special meeting valid under section 2 of this chapter if:(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or(B) the special meeting was not held in accordance with the notice.As added by P.L.149-1986, SEC.13.
IN Code § 23-1-29-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 29. Meetings of Shareholders|23-1-29-5. Notice of Meetings

Sec. 5. (a) A corporation shall, not less than ten (10) days and not more than sixty (60) days before the date of each annual or special shareholders' meeting, notify shareholders of all the following:(1) The date, time, and place, if the meeting will be located at a place, of the annual or special shareholders' meeting.(2) The means of remote communication, if any, by which shareholders may be considered present in person and vote at the meeting.Unless this article or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.(b) Unless this article or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.(d) If not otherwise fixed under section 7 of this chapter, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if any, if the:(1) new date, time, or place; and(2) means of remote communication, if any, by which shareholders may be considered to be present in person and vote at the adjourned meeting;are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.(f) A corporation may give notice of a shareholders' meeting under this section by mailing the notice, postage prepaid, through the United States Postal Service, using any class or form of mail, if:(1) the shares to which the notice relates are of a class of securities that is registered under the Exchange Act (as defined in IC 23-1-43-9); and(2) the notice and the related proxy or information statement required under the Exchange Act (as defined in IC 23-1-43-9) are available to the public, without cost or password, through the corporation's Internet web site not fewer than thirty (30) days before the shareholders' meeting.As added by P.L.149-1986, SEC.13. Amended by P.L.178-2005, SEC.2; P.L.119-2015, SEC.12.
IN Code § 23-1-29-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 29. Meetings of Shareholders|23-1-29-6. Waiver of Notice

Sec. 6. (a) A shareholder may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be:(1) in writing;(2) signed by the shareholder entitled to the notice; and(3) delivered to the corporation for inclusion in the minutes or filing with the corporate records.(b) A shareholder's attendance at a meeting or participation by remote communication in a meeting in accordance with this chapter:(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.22; P.L.119-2015, SEC.13.
IN Code § 23-1-29-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 29. Meetings of Shareholders|23-1-29-7. Fixing of Record Date

Sec. 7. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.As added by P.L.149-1986, SEC.13.
IN Code § 23-1-30-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-1. Shareholders' List

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. This section may not be construed to require a corporation to include electronic mail addresses or other electronic contact information on the list.(b) The shareholders' list must be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-1-52-2(c), a shareholder, or the shareholder's agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication, the list must be open to examination by any shareholder at any time during the meeting on a reasonably accessible electronic network. Information required to access the list shall be provided with the notice of the meeting.(d) If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney authorized in writing, to inspect the shareholders' list during the period specified in subsection (b) (or copy the list as permitted by subsection (b)), the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located, on application of the shareholder, may order the inspection or copying.(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.(f) The use and distribution of any information acquired from inspection or copying the shareholders' list under the rights granted by this section are subject to IC 23-1-52-5.As added by P.L.149-1986, SEC.14. Amended by P.L.119-2015, SEC.14.
IN Code § 23-1-30-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-2. Shares Entitled to Vote

Sec. 2. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in or for an employee benefit plan or in any other fiduciary capacity.(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.As added by P.L.149-1986, SEC.14.
IN Code § 23-1-30-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-4. Beneficial Owners of Shares; Recognition Procedure; Disclosure Procedure

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure.(b) A corporation may establish a disclosure procedure by which the names of beneficial owners of its shares shall, to the extent not prohibited by law, be disclosed to the corporation. A corporation may not establish a procedure requiring disclosure of the names of the beneficial owners of a private trust created in good faith and not for the purpose of circumventing a disclosure procedure adopted pursuant to this section. The corporation may adopt reasonable sanctions to ensure compliance with its disclosure procedure, including without limitation:(1) prohibiting the voting of;(2) providing for mandatory or optional reacquisition of; or(3) the withholding or payment into escrow of dividends with respect to;shares as to which the beneficial owner's name is not disclosed as required by the disclosure procedure.As added by P.L.149-1986, SEC.14.