reglab/housing_qa huggingface dataset:
IN Code § 23-1-34-2 (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|23-1-34-2. Action Taken Without a Meeting; Consent

Sec. 2. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this article to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be:(1) evidenced by one (1) or more written consents describing the action taken;(2) signed by each director;(3) included in the minutes or filed with the corporate records reflecting the action taken; and(4) delivered to the secretary.(b) Action taken under this section is effective when the last director signs the consent, unless:(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.
IN Code § 23-1-34-3 (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|23-1-34-3. Notice of Meetings

Sec. 3. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.As added by P.L.149-1986, SEC.18.
IN Code § 23-1-34-4 (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|23-1-34-4. Waiver of Notice

Sec. 4. (a) A director 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. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.As added by P.L.149-1986, SEC.18.
IN Code § 23-1-34-5 (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|23-1-34-5. Quorum; Assent to Action Taken

Sec. 5. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:(1) a majority of the fixed number of directors if the corporation has a fixed board size; or(2) a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a).(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws provide otherwise.(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:(1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or(3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.As added by P.L.149-1986, SEC.18.
IN Code § 23-1-34-6 (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|23-1-34-6. Committees

Sec. 6. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the board of directors.(b) The creation of a committee and appointment of members to it must be approved by the greater of:(1) a majority of all the directors in office when the action is taken; or(2) the number of directors required by the articles of incorporation or bylaws to take action under section 5 of this chapter.(c) Sections 1 through 5 of this chapter, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under IC 23-1-33-1.(e) A committee may not, however:(1) authorize distributions, except a committee (or an executive officer of the corporation designated by the board of directors) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the board of directors;(2) approve or propose to shareholders action that this article requires to be approved by shareholders;(3) fill vacancies on the board of directors or on any of its committees;(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;(5) adopt, amend, or repeal bylaws;(6) approve a plan of merger not requiring shareholder approval; or(7) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except the board of directors may authorize a committee (or an executive officer of the corporation designated by the board of directors) to take the action described in this subdivision within limits prescribed by the board of directors.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in IC 23-1-35-1.As added by P.L.149-1986, SEC.18. Amended by P.L.107-1987, SEC.11.
IN Code § 23-1-35-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 35. Standards of Conduct for Directors|23-1-35-2. Conflict of Interest Transaction

Sec. 2. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true:(1) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction.(2) The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.(3) The transaction was fair to the corporation.(b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:(1) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or(2) another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is, or is required to be, considered by the board of directors of the corporation.(c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.(d) For purposes of subsection (a)(2), shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b), may be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction.As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.12.
IN Code § 23-1-35-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 35. Standards of Conduct for Directors|23-1-35-3. Loan or Guarantee to Director

Sec. 3. (a) Except as provided by subsection (c), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:(1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or(2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.(c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.As added by P.L.149-1986, SEC.19.
IN Code § 23-1-35-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 35. Standards of Conduct for Directors|23-1-35-4. Unlawful Distribution; Liability; Contribution

Sec. 4. (a) Subject to section 1(e) of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:(1) from every other director who voted for or assented to the distribution, subject to section 1(e) of this chapter; and(2) from each shareholder for the amount the shareholder accepted.As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.13.
IN Code § 23-1-35-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 35. Standards of Conduct for Directors|23-1-35-5. Directors and Business Opportunities; Conflicts of Interest

Sec. 5. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if one (1) or more of the following applies:(1) The opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the board of directors or a committee of the board of directors before the director became legally obligated regarding the opportunity, and the board of directors or committee of the board of directors disclaimed the corporation's interest in the opportunity.(2) The opportunity and all material facts concerning the business opportunity then known to the director were disclosed to or known by the shareholders entitled to vote before the director became legally obligated regarding the opportunity, and the shareholders disclaimed the corporation's interest in the opportunity.(b) For purposes of subsection (a)(1), a business opportunity is disclaimed if approved in the manner provided in section 2(c) of this chapter as if the business opportunity were a conflict of interest transaction.(c) For purposes of subsection (a)(2), a business opportunity is disclaimed if approved in the manner provided in section 2(d) of this chapter as if the business opportunity were a conflict of interest transaction.(d) In any proceeding seeking equitable relief or other remedies against a director for the director allegedly improperly taking advantage of a business opportunity, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation under the circumstances.As added by P.L.133-2009, SEC.28. Amended by P.L.1-2010, SEC.92.
IN Code § 23-1-36-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 36. Officers Generally|23-1-36-1. Officers; Election or Appointment; Secretary

Sec. 1. (a) A corporation has the officers described in its bylaws or elected or appointed by the board of directors in accordance with the bylaws or appointed by a duly elected or appointed officer in accordance with the bylaws. However, a corporation must have at least one (1) officer.(b) A duly elected or appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation, and that officer is considered the secretary of the corporation for purposes of this article.(d) The same individual may simultaneously hold more than one (1) office in a corporation.As added by P.L.149-1986, SEC.20.
IN Code § 23-1-36-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 36. Officers Generally|23-1-36-2. Powers and Duties

Sec. 2. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.As added by P.L.149-1986, SEC.20.
IN Code § 23-1-36-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 36. Officers Generally|23-1-36-3. Resignation; Removal

Sec. 3. (a) An officer may resign at any time by delivering 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. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.(c) A board of directors may remove any officer at any time with or without cause.(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.As added by P.L.149-1986, SEC.20. Amended by P.L.107-1987, SEC.14.
IN Code § 23-1-36-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 36. Officers Generally|23-1-36-4. Contract Rights

Sec. 4. (a) The election or appointment of an officer does not itself create contract rights.(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.As added by P.L.149-1986, SEC.20.
IN Code § 23-1-37-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-1. "Corporation" Defined

Sec. 1. As used in this chapter, "corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.As added by P.L.149-1986, SEC.21.
IN Code § 23-1-37-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-2. "Director" Defined

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.303.
IN Code § 23-1-37-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-3. "Expenses" Defined

Sec. 3. As used in this chapter, "expenses" include counsel fees.As added by P.L.149-1986, SEC.21.
IN Code § 23-1-37-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-4. "Liability" Defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.As added by P.L.149-1986, SEC.21.
IN Code § 23-1-37-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-5. "Official Capacity" Defined

Sec. 5. As used in this chapter, "official capacity" means:(1) when used with respect to a director, the office of director in a corporation; and(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation."Official capacity" does not include service for any other foreign or domestic corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.304.
IN Code § 23-1-37-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-6. "Party" Defined

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.As added by P.L.149-1986, SEC.21.
IN Code § 23-1-37-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 1. Indiana Business Corporation Law|Chapter 37. Indemnification of Directors, Officers, Employees, and Agents|23-1-37-7. "Proceeding" Defined

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.As added by P.L.149-1986, SEC.21.