reglab/housing_qa huggingface dataset:
IN Code § 23-18-4-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-4. Written Operating Agreement

Sec. 4. (a) A written operating agreement may do one (1) or more of the following:(1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.(3) Provide for officers of a limited liability company that is:(A) managed by a manager or managers; or(B) managed by a member or members;by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.(4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:(A) voluntary dissolution;(B) merger; or(C) amending the written operating agreement.(b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.
IN Code § 23-18-4-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-5. Operating Agreements; Objectives

Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.(2) The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.(3) The rights of members to assign all or a portion of their interests in the limited liability company.(4) Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.(5) Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.(6) The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.(7) The procedure for the following:(A) The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.(B) Assignment, pledge, or transfer of an interest represented by the certificate.(C) Any other provisions dealing with the certificate.(8) The method by which the operating agreement may be amended.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-6. Initial Operating Agreement; Amendments; Power of Attorney

Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted.(b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members.(c) An amendment to a written operating agreement must be in writing and must, unless otherwise provided in the operating agreement before the amendment, be approved by the unanimous consent of all members.(d) A copy of any written amendment to an operating agreement must be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.(e) A person may sign articles of organization, an operating agreement, or an amendment to articles of organization or an operating agreement as an attorney in fact. A power of attorney relating to the signing of a document under this subsection by an attorney in fact may but is not required to be:(1) sworn to, verified, or acknowledged;(2) signed in the presence of a notary public;(3) filed with the secretary of state; or(4) included in another written agreement.However, the power of attorney must be retained in the records of the limited liability company.As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.27.
IN Code § 23-18-4-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-7. Enforcement of Operating Agreement; Injunctive or Other Relief

Sec. 7. (a) A court may enforce an operating agreement by injunction or by granting other relief that the court in its discretion determines to be fair and appropriate in the circumstances.(b) As an alternative to injunctive or other equitable relief, when the provisions under IC 23-18-9-2 are applicable, the court may order dissolution of the limited liability company.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-9. Managerial Omissions; Penalties or Consequences

Sec. 9. If set forth in writing, an operating agreement may provide that:(1) a manager who fails to perform and comply with the terms and conditions of the operating agreement is subject to penalties or consequences specified in the operating agreement; and(2) at the time or upon the happening of events specified in the operating agreement, a manager is subject to penalties or consequences specified in the operating agreement.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-10. Good Faith Reliance on Records by Members or Managers; Liability

Sec. 10. A member or manager of a limited liability company is not liable when relying in good faith upon the records of the limited liability company and on the information, opinions, reports, or statements presented to the limited liability company by its other managers, members, agents, or employees, or by any other person, concerning matters the member or manager reasonably believes are within the other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements concerning the value and amount of the assets, liabilities, profits, or losses of the limited liability company or other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-11 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-11. Resignation of Manager

Sec. 11. (a) A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement.(b) A written operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding any provision in an operating agreement to the contrary, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount payable to the resigning manager.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-12 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-12. Business Between Company and Member or Manager

Sec. 12. Except when prohibited in a written operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the transaction as a person who is not a member or manager.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-4-13 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 4. Rights and Duties of Members and Managers|23-18-4-13. Policy

Sec. 13. The policy of this article is to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies.As added by P.L.40-2013, SEC.9.
IN Code § 23-18-5-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-1. Promises to Contribute Property or Services; Enforceability

Sec. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member.(b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform for any reason, including death and disability.(c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value of that portion of the contribution that has not been made. This option is in addition to and not in lieu of any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-2. Obligation to Make Capital Contribution or Other Payment; Compromise; Effect; Remedies or Consequences of Nonpayment

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only:(1) in compliance with a written operating agreement; or(2) if a written operating agreement does not so provide, with the unanimous consent of the members.(b) Any compromise does not affect the rights, if any, of any creditor of a limited liability company who, before the compromise, extends credit or acts in reliance on the obligation after the member signs a writing that reflects the obligation.(c) An operating agreement may provide that a member who fails to make a capital contribution or other payment that the member is required to make is subject to specified remedies for or specified consequences of the failure. The remedy or consequence may include the following form:(1) Reducing the defaulting member's interest in the limited liability company.(2) Subordinating the defaulting member's interest in the limited liability company to that of nondefaulting members.(3) A forced sale of the defaulting member's interest in the limited liability company.(4) Forfeiture of the defaulting member's interest in the limited liability company.(5) A loan by the nondefaulting members of the amount necessary to meet the commitment.(6) A determination of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member's interest in the limited liability company at that value.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-3. Allocation of Profits and Losses

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-4. Shared Distributions of Cash or Other Assets

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. If the operating agreement does not provide otherwise, distributions must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the operating agreement or at the times determined by the members or managers, if any, voting under IC 23-18-4-3.As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.3.
IN Code § 23-18-5-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-5. Dissociation; Companies Existing on or Before June 30, 1999

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause dissolution, a dissociating member is entitled to receive:(1) any distribution that the member is entitled to under this article or the operating agreement; and(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.4; P.L.130-2006, SEC.29.
IN Code § 23-18-5-5.1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-5.1. Dissociation; Companies Formed After June 30, 1999

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive:(1) any distribution that the member is entitled to under this article or the operating agreement; and(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).As added by P.L.269-1999, SEC.5. Amended by P.L.130-2006, SEC.30.
IN Code § 23-18-5-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-6. Distributions

Sec. 6. (a) A distribution may not be made if after giving effect to the distribution:(1) the limited liability company would not be able to pay its debts as the debts become due in the usual course of business; or(2) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed if the affairs of the limited liability company were to be wound up at the time of the distribution to satisfy any preferential rights that are superior to the rights of members receiving the distribution.(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) upon one (1) of the following:(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances.(2) A fair valuation of assets and liabilities or other reasonable method approved by the members or managers, if any.(c) Except as provided in subsection (e), the effect of a distribution under subsection (a) is measured as of:(1) the date the distribution is authorized if the payment occurs not more than one hundred twenty (120) days after the date of authorization; or(2) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.(d) A limited liability company's indebtedness to a member incurred by reason of an obligation to make a distribution in accordance with this section is at parity with the limited liability company's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement.(e) If terms of the indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection (b).(f) If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-7. Unlawful Distributions; Liability

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating the operating agreement or section 6 of this chapter or if it is established that the member or manager did not act in compliance with section 6 of this chapter.(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution from the following:(1) Each other member or manager who could be held liable under subsection (a) for the unlawful distribution.(2) Each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or section 6 of this chapter.(c) A proceeding under this section is barred unless it is commenced not more than two (2) years after the date on which the effect of the distribution is measured under section 6 of this chapter.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-8. Distributions in Kind

Sec. 8. (a) Except as provided in the operating agreement, a member, regardless of the nature of the member's contribution, does not have a right to demand and receive a distribution from a limited liability company in a form other than cash.(b) Except as provided in the operating agreement, a member may not be compelled to accept a distribution in kind from a limited liability company to the extent that the member's percentage interest in the assets being distributed in kind exceeds the percentage of distributions that the member is entitled to receive under section 4 of this chapter.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-5-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 5. Finance|23-18-5-9. Status of Member Entitled to Receive Distribution

Sec. 9. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-6-0.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 6. Membership|23-18-6-0.5. Minimum Membership

Sec. 0.5. A limited liability company formed under this article or a foreign limited liability company admitted to transact business in Indiana under IC 23-0.5-5 may have at least one (1) member.As added by P.L.34-1997, SEC.16. Amended by P.L.118-2017, SEC.104.
IN Code § 23-18-6-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 6. Membership|23-18-6-1. Acquisition of Membership

Sec. 1. (a) Subject to subsection (b), a person may become a member in a limited liability company:(1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or if the operating agreement does not provide in writing, upon the written consent of all members; and(2) in the case of an assignee of an interest, as provided in section 4 or 4.1 of this chapter.(b) The effective time of admission of a member to a limited liability company is the later of the following:(1) The date the limited liability company is organized.(2) The time provided in the operating agreement, or if no time is provided, when the person's admission is reflected in the records of the limited liability company.As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.6.
IN Code § 23-18-6-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 6. Membership|23-18-6-2. Interest of Member; Nature

Sec. 2. The interest of a member in a limited liability company is personal property.As added by P.L.8-1993, SEC.301.