reglab/housing_qa huggingface dataset:
IN Code § 28-13-6-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 6. Voting by Shareholders|28-13-6-5. Acceptance or Rejection of Vote, Consent, Waiver, or Proxy Appointment; Validity of Signature

Sec. 5. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the corporation's shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following are met:(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.(4) The name signed purports to be that of a pledgee, a beneficial owner, or an attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment.(5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on the vote, consent, waiver, or proxy appointment or about the signatory's authority to sign for the shareholder.(d) The corporation and the corporation's officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-6-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 6. Voting by Shareholders|28-13-6-6. Separate Voting Group; Action on Matter at Meeting by Less Than Group Majority Vote; Quorum Required for Approval; Law Governing Election of Directors

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article require a greater number, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.(b) Once a share is represented for any purpose at a meeting, the share is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.(c) If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this article require a greater number of affirmative votes.(d) The election of directors is governed by section 9 of this chapter.(e) Any number of members represented either in person or by proxy constitutes a quorum of members at a regular or special members meeting of a mutual savings bank or a mutual savings association.As added by P.L.14-1992, SEC.163. Amended by P.L.122-1994, SEC.120; P.L.79-1998, SEC.91.
IN Code § 28-13-6-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 6. Voting by Shareholders|28-13-6-7. Quorum for Voting Requirement for Shareholders Comprising Voting Groups

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter.(b) If the articles of incorporation or this article provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 6 of this chapter. A matter may be voted on by one (1) voting group even though no vote is taken by another voting group entitled to vote on the matter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-6-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 6. Voting by Shareholders|28-13-6-8. Greater Quorum or Voting Requirements; Shareholders or Voting Groups; Provision by Articles

Sec. 8. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by this article.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-6-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 6. Voting by Shareholders|28-13-6-9. Directors; Election by Plurality of Votes

Sec. 9. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-7-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 7. Voting Trusts and Agreements|28-13-7-1. Creation of Voting Trust; Requisites

Sec. 1. At least one (1) shareholder may create a voting trust, conferring on a trustee the right to vote or otherwise act for the shareholders by signing an agreement setting out the provisions of the trust that:(1) may include anything consistent with the trust's purpose; and(2) transfer the shareholders' shares to the trustee.As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.211.
IN Code § 28-13-7-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 7. Voting Trusts and Agreements|28-13-7-2. Duties of Voting Trustee; Agreement and List

Sec. 2. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-7-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 7. Voting Trusts and Agreements|28-13-7-3. Effective Date; Irrevocability; Rights Coupled With Interest in Shares

Sec. 3. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after the effective date of the trust unless the voting or consenting rights granted by the trust are coupled with an interest in the shares to which the rights relate. However, if the agreement so provides, the irrevocable rights may from time to time be extended for additional periods of not more than ten (10) years each as to shares deposited under the agreement whose beneficial owners assent in writing to the extension. The rights are considered to be coupled with an interest in the shares if reserved or given for any of the following:(1) In connection with an option, authority, or contract to buy or sell the shares or part of the shares.(2) In connection with the pledge of the shares or part of the shares to secure the performance or nonperformance of any act.(3) In connection with the performance or nonperformance of any act, or an agreement therefor, by the corporation issuing the shares.(4) In connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-7-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 7. Voting Trusts and Agreements|28-13-7-4. Irrevocable Trust Extension; Duties of Voting Trustee

Sec. 4. If an irrevocable voting trust is extended in accordance with section 3 of this chapter, the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-7-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 7. Voting Trusts and Agreements|28-13-7-5. Voting Agreement; Exemption; Enforceability

Sec. 5. (a) At least two (2) shareholders may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to sections 1 through 4 of this chapter.(b) A voting agreement created under this section is specifically enforceable.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-8-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 8. Derivative Proceedings|28-13-8-1. "Shareholder" Defined

Sec. 1. For purposes of this chapter, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-8-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 8. Derivative Proceedings|28-13-8-2. Right to Commence Proceeding

Sec. 2. (a) A person may not commence a proceeding in the right of a corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.(b) A derivative proceeding may not be maintained if it appears that the person commencing the proceeding does not fairly and adequately represent the interests of the shareholders in enforcing the right of the corporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-8-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 8. Derivative Proceedings|28-13-8-3. Complaint Requisites; Stay Pending Corporate Investigation

Sec. 3. (a) A complaint in a proceeding brought in the right of a corporation must be verified and must allege with particularity:(1) the demand made, if any, to obtain action by the board of directors; and(2) either that the demand was refused or ignored, or why the shareholder did not make the demand.(b) Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, including an investigation commenced under section 5 of this chapter, the court may stay any proceeding until the investigation is completed.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-8-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 8. Derivative Proceedings|28-13-8-4. Discontinuance or Settlement of Case; Approval; Notice; Payment of Defense Expenses and Fees

Sec. 4. (a) A proceeding commenced under this chapter may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.(b) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorney's fees, incurred in defending the proceeding if the court finds that the proceeding was commenced without reasonable cause.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-8-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 8. Derivative Proceedings|28-13-8-5. Corporate Committee; Establishment; Powers and Duties; Determination Made Independently of Board; Conclusive Presumption on Merits; Disinterested Director or Other Person

Sec. 5. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of at least three (3) disinterested directors or other disinterested persons to determine:(1) whether the corporation has a legal or equitable right or remedy; and(2) whether it is in the best interests of the corporation to pursue that right or remedy, if any, or to dismiss a proceeding that seeks to assert that right or remedy on behalf of the corporation.(b) In making a determination under subsection (a), the committee is not subject to the direction or control of or termination by the board. A vacancy on the committee may be filled by the majority of the remaining members by selection of another disinterested director or other disinterested person.(c) If the committee determines that pursuit of a right or remedy through a derivative proceeding or otherwise is not in the best interests of the corporation, the merits of that determination are presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to the right or remedy, unless the shareholder can demonstrate that:(1) the committee was not disinterested, as described in subsection (d); or(2) the committee's determination was not made after an investigation conducted in good faith.(d) For purposes of this chapter, a director or other person is disinterested if the director or other person:(1) has not been made a party to a derivative proceeding seeking to assert the right or remedy in question, or has been made a party but only on the basis of a frivolous or insubstantial claim or for the sole purpose of seeking to disqualify the director or other person from serving on the committee;(2) is able under the circumstances to render a determination in the best interests of the corporation; and(3) is not an officer, employee, or agent of the corporation or of a related corporation.However, an officer, employee, or agent of the corporation or a related corporation who meets the standards of subdivisions (1) and (2) shall be considered disinterested in any case in which the right or remedy under scrutiny is not assertable against a director or officer of the corporation or the related corporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-1. Necessity of Board; Powers

Sec. 1. (a) Each corporation must have a board of directors.(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the corporation's board of directors, subject to any limitation set forth in the articles of incorporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-2. Qualifications of Directors; Articles and Bylaws Prescribing; Waiver of Citizenship Requirement

Sec. 2. (a) Except as provided in subsection (c), every director must, during the director's whole term of service, be a citizen of the United States. A director must be at least eighteen (18) years of age. At least one-half (1/2) of the directors must reside in Indiana or within a distance of not to exceed fifty (50) miles of any office of the corporation of which the director is a director.(b) The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.(c) The director of the department may waive the United States citizenship requirement set forth in subsection (a) for a particular corporation if the waiver would affect only a minority of the total number of directors of the corporation.As added by P.L.14-1992, SEC.163. Amended by P.L.192-2003, SEC.7; P.L.213-2007, SEC.104; P.L.217-2007, SEC.102.
IN Code § 28-13-9-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-3. Size of Board; Articles and Bylaws; Annual Election of Directors

Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The articles of incorporation or bylaws may provide that the number of directors may be determined by resolution of the board of directors.(b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. However, the minimum must be at least three (3) directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, in the bylaws or by resolution of the board of directors.(c) Directors are elected at the first annual shareholders' meeting and at each subsequent annual meeting unless the directors' terms are staggered under section 6 of this chapter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-4. Election of Directors; Voting Groups; Classes of Shares

Sec. 4. (a) If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of at least one (1) authorized class of shares.(b) Each class of shares entitled to elect at least one (1) director is a separate voting group for purposes of the election of directors.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-5. Terms of Office; Vacancies; Continuation Until Qualification of Successor

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless the directors' terms are staggered under section 6 of this chapter.(c) A decrease in the number of directors does not shorten an incumbent director's term.(d) The term of a director elected to fill a vacancy expires at the end of the term for which the director's predecessor was elected.(e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-6. Staggering Terms; Groups of Directors; Expiration of Terms

Sec. 6. (a) The articles of incorporation or, if the articles of incorporation so authorize, the bylaws may provide for staggering the board of directors' terms by dividing the total number of directors into either:(1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or(2) three (3) groups, with each group containing one-third (1/3) of the total, as near as may be.(b) If terms are staggered under subsection (a):(1) the terms of directors in the first group expire at the first annual shareholders' meeting after the directors' election;(2) the terms of the second group expire at the second annual shareholders' meeting after the directors' election; and(3) the terms of the third group, if any, expire at the third annual shareholders' meeting after the directors' election.At each annual shareholders' meeting held after the meetings specified in this subsection, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-7. Resignation; Notice; Effective Date

Sec. 7. (a) A director may resign at any time by delivering written notice:(1) to the board of directors, its chairman, or the secretary of the corporation; or(2) if the articles of incorporation or bylaws so provide, to another designated officer.(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-9-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 9. Board of Directors Generally|28-13-9-8. Removal From Office; Meeting; Notice

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors for cause or, unless the articles of incorporation provide otherwise, without cause.(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.(c) A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.(d) A director may be removed by the shareholders, if the shareholders are otherwise authorized to do so, only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one (1) of the purposes, of the meeting, is removal of the director.As added by P.L.14-1992, SEC.163.