reglab/housing_qa huggingface dataset:
IN Code § 23-1-30-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-5. Acceptance of Signature

Sec. 5. (a) If the name signed on or submitted with 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 or submitted with a vote, consent, waiver, or proxy appointment does not correspond to the name of its 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:(1) the shareholder is an entity and the name purports to be that of an officer or agent of the entity;(2) the name 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 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 purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the person's authority to act for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or(5) two (2) or more persons are the shareholder as cotenants or fiduciaries and the name purports to be the name of at least one (1) of the coowners and the person acting appears to be acting on behalf of all the coowners.(c) The inspectors or the persons making a determination of the validity of proxies shall specify the information upon which they rely in determining the validity of a proxy. 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:(1) the validity of the signature on a writing or about the signatory's authority to sign for the shareholder; or(2) the validity of an electronic submission or the submitter's authority to make the electronic transmission.(d) The corporation and its 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.149-1986, SEC.14. Amended by P.L.9-1998, SEC.2.
IN Code § 23-1-30-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-6. Voting Group; Quorum

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 provide otherwise, 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, it is deemed 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.As added by P.L.149-1986, SEC.14.
IN Code § 23-1-30-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-7. Voting Groups; Method of Taking Action

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.149-1986, SEC.14.
IN Code § 23-1-30-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-8. Special Voting Requirements in Articles of Incorporation

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.149-1986, SEC.14.
IN Code § 23-1-30-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 30. Voting by Shareholders|23-1-30-9. Election of Directors; Cumulative Voting

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, 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.(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.(c) A statement included in the articles of incorporation that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or(2) a shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate the shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.As added by P.L.149-1986, SEC.14.
IN Code § 23-1-31-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 31. Voting Trusts and Agreements|23-1-31-1. Voting Trust

Sec. 1. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (that may include anything consistent with its purpose) and transferring their shares to the trustee. 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.(b) 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 its effective date 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:(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; or(4) in connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.(c) If an irrevocable voting trust is extended in accordance with subsection (b), 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.149-1986, SEC.15.
IN Code § 23-1-31-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 31. Voting Trusts and Agreements|23-1-31-2. Voting Agreement

Sec. 2. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.(b) A voting agreement created under this section is specifically enforceable.As added by P.L.149-1986, SEC.15.
IN Code § 23-1-32-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 32. Derivative Proceedings|23-1-32-1. Right to Commence or Maintain Proceeding

Sec. 1. A person may not commence a proceeding in the right of a domestic or foreign 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. The 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.149-1986, SEC.16.
IN Code § 23-1-32-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 32. Derivative Proceedings|23-1-32-2. Complaint; Stay of Proceeding

Sec. 2. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did not make the demand. 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 4 of this chapter), the court may stay any proceeding until the investigation is completed.As added by P.L.149-1986, SEC.16.
IN Code § 23-1-32-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 32. Derivative Proceedings|23-1-32-3. Discontinuance or Settlement of Proceeding

Sec. 3. (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 counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.As added by P.L.149-1986, SEC.16.
IN Code § 23-1-32-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 32. Derivative Proceedings|23-1-32-4. Committee of Disinterested Directors or Persons

Sec. 4. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of three (3) or more 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 shall be presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to such right or remedy, unless such shareholder can demonstrate that:(1) the committee was not "disinterested" within the meaning of this section; or(2) the committee's determination was not made after an investigation conducted in good faith.(d) For purposes of this section, 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.149-1986, SEC.16.
IN Code § 23-1-32-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 32. Derivative Proceedings|23-1-32-5. "Shareholder" Defined

Sec. 5. 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.149-1986, SEC.16.
IN Code § 23-1-33-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-1. Necessity of Board of Directors; Powers

Sec. 1. (a) Except as provided in subsection (c), 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, its board of directors, subject to any limitation set forth in the articles of incorporation.(c) A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-33-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-2. Qualifications

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-33-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-3. Number of Directors; Time for Electing

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.(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. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the board of directors.(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 6 of this chapter.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-33-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-4. Election of Directors by Classes of Shares

Sec. 4. 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 one (1) or more authorized classes of shares. Each class (or classes) of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-33-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-5. Terms of Office

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:(1) the next; or(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;annual shareholders' meeting following their election.(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.149-1986, SEC.17. Amended by P.L.133-2009, SEC.23; P.L.118-2017, SEC.12.
IN Code § 23-1-33-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-7. Resignation

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:(1) a later effective date; or(2) an effective date determined upon the happening of an event.(c) A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable.As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.10; P.L.133-2009, SEC.25.
IN Code § 23-1-33-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-8. Removal

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 with or without cause unless the articles of incorporation provide otherwise.(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) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, 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 they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and 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.149-1986, SEC.17.
IN Code § 23-1-33-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-9. Vacancies

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1) the board of directors may fill the vacancy; or(2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 7(b) of this chapter or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-33-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 33. Board of Directors Generally|23-1-33-10. Compensation

Sec. 10. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.As added by P.L.149-1986, SEC.17.
IN Code § 23-1-34-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 34. Meetings and Action of Board of Directors|23-1-34-1. Meetings; Method of Conducting

Sec. 1. (a) The board of directors may hold regular or special meetings in or out of Indiana.(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.As added by P.L.149-1986, SEC.18.