reglab/housing_qa huggingface dataset:
IN Code § 23-17-11-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 11. Voting|23-17-11-5. Voting; Approval of Actions

Sec. 5. (a) If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action unless this article, articles of incorporation, or bylaws require a greater number of affirmative votes.(b) An amendment to articles of incorporation or bylaws to increase, decrease, or otherwise change the vote required for a member action must be approved by the members.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-11-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 11. Voting|23-17-11-6. Vote by Proxy

Sec. 6. (a) A member may vote the member's membership in person or by proxy.(b) Unless articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form:(1) personally; or(2) by an attorney-in-fact.(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form.(d) An appointment of a proxy is revocable by the member.(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.(f) Subject to section 8 of this chapter and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the member making the appointment.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-11-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 11. Voting|23-17-11-7. Election of Directors; Cumulative Voting

Sec. 7. (a) Unless otherwise provided in articles of incorporation or bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.(b) Members may not cumulate votes for directors unless articles of incorporation or bylaws so provide.(c) A statement included in articles of incorporation or bylaws that states all or a designated class of members is "entitled to cumulate their votes for directors" (or similar words) means that the members designated may do the following:(1) Multiply the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote.(2) Cast the product for a single candidate or distribute the product among at least two (2) candidates.(d) Cumulative voting may not occur at a particular meeting unless either of the following occur:(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.(2) A member who has the right to cumulate the member's votes gives notice at least forty-eight (48) hours before the time set for the meeting of the member's intent to cumulate the members' votes during the meeting, and if one (1) member gives this notice, all other members of the same class participating in the election are entitled to cumulate the members' votes without giving further notice.(e) A director elected by cumulative voting may be removed by the members without cause if the requirements of IC 23-17-12-8 are met unless the following occur:(1) The votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted.(2) The entire number of directors authorized at the time of the director's most recent election were then being elected.(f) Members may not cumulatively vote if the directors and members are identical.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-11-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 11. Voting|23-17-11-8. Election of Directors; Organizational Unit, Geographic Unit, Preferential Voting, or Other Reasonable Method

Sec. 8. A corporation may provide in the corporation's articles of incorporation or bylaws for election of directors by members or delegates:(1) on the basis of a chapter or other organizational unit;(2) by region or other geographic unit;(3) by preferential voting; or(4) by any other reasonable method.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-11-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 11. Voting|23-17-11-9. Acceptance or Rejection of Votes; Liability; Validity of Corporate Action

Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member.(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member if the following conditions exist:(1) The member 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 attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.(3) At least two (2) persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.(4) In the case of a mutual benefit corporation the following conditions exist:(A) The name signed purports to be that of an administrator, an executor, a guardian, or a conservator representing the member 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.(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member 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.(c) The corporation may 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 any of the following:(1) The validity of the signature on the vote, consent, waiver, or proxy appointment.(2) The signatory's authority to sign for the member.(d) A corporation and a 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 member for the consequences of the acceptance or rejection.(e) A 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.179-1991, SEC.1.
IN Code § 23-17-12-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-1. Necessity of Having Board of Directors; Exercise of Corporate Powers; Management of Corporate Business; Delegation of Powers

Sec. 1. (a) A corporation must have a board of directors.(b) Except as otherwise provided in this article:(1) corporate powers shall be exercised by or under the authority of; and(2) the business and affairs of the corporation managed under the direction of;the corporation's board of directors.(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized:(1) the person or group of persons has the duties and responsibilities of the directors;(2) the directors are relieved to that extent from the duties and responsibilities; and(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
IN Code § 23-17-12-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-2. Qualifications

Sec. 2. (a) A director must be an individual.(b) Articles of incorporation or bylaws may prescribe qualifications for directors.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-3. Number of Directors; Increase or Decrease in Number

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 articles of incorporation or bylaws.(b) The number of directors may be increased or decreased, but to not less than three (3), by an amendment to or in a manner prescribed in articles of incorporation or bylaws.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-4. Time and Method of Election

Sec. 4. (a) If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members and at each annual meeting after the first annual meeting, unless articles of incorporation or bylaws provide:(1) another time or method of election; or(2) that some of the directors are designated or appointed by another person.(b) If a corporation does not have members, all the directors except the initial directors shall be elected, designated, or appointed as provided in articles of incorporation or bylaws. If a method of election, designation, or appointment is not set forth in articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board of directors.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-5. Term

Sec. 5. (a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms.(b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director's term.(c) Except as provided in articles of incorporation or bylaws:(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and(2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.(d) Despite the expiration of a director's term, the director continues to serve until:(1) a successor is elected, designated, or appointed and qualifies; or(2) there is a decrease in the number of directors.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-6. Staggered Terms

Sec. 6. Articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of groups is not required to be uniform.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-7. Resignation

Sec. 7. (a) A director may resign at any time by delivering written notice to one (1) of the following:(1) The board of directors.(2) The presiding officer of the board of directors.(3) The president or secretary of the corporation.(b) A resignation is effective when the notice is effective under IC 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the 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.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-8. Removal of Director by Vote of Members

Sec. 8. (a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.(b) Except when otherwise provided in the articles of incorporation, if a director is elected by:(1) a class, chapter, or other organizational unit; or(2) region or other geographic grouping;the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.(d) If cumulative voting is authorized, a director may not be removed if:(1) the number of votes; or(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the class, chapter, unit, or grouping;sufficient to elect the director under cumulative voting is voted against the director's removal.(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of the director's election.(g) An entire board of directors may be removed under subsections (a) through (e).As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
IN Code § 23-17-12-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-9. Removal of Director by Vote of Directors

Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in articles of incorporation or bylaws.However, a director elected by the board of directors to fill the vacancy of a director elected by the members may be removed without cause by the members but not by the board of directors.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.118.
IN Code § 23-17-12-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-10. Removal of Director by Vote of Directors; Reasons Set Forth in Articles of Incorporation or in Bylaws

Sec. 10. If at the beginning of a director's term on the board of directors articles of incorporation or bylaws provide that the director may be removed for reasons set forth in the articles of incorporation or bylaws, the board of directors may remove the director for the reasons. The director may be removed only if a majority of the directors then in office votes for the removal.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-11 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-11. Religious Corporations; Removal of Directors

Sec. 11. The articles of incorporation or bylaws of a religious corporation may do the following:(1) Limit the application of this section.(2) Set forth the vote and procedures by which the board of directors or a person may remove with or without cause a director elected by the members or the board of directors.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-12 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-12. Removal of Designated or Appointed Directors

Sec. 12. (a) A designated director may be removed by an amendment to articles of incorporation or bylaws deleting or changing the designation.(b) Except as provided in articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director must do so by giving written notice of the removal to the following:(1) The director.(2) The presiding officer of the board of directors or the corporation's president or secretary.A removal is effective when the notice is effective under this article unless the notice specifies a future effective date.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-13 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-13. Removal by Court Order

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:(1) The court finds that:(A) the director engaged in:(i) fraudulent or dishonest conduct; or(ii) gross abuse of authority or discretion;with respect to the corporation; or(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.(2) Removal is in the best interests of the corporation.(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.(c) If members commence a proceeding under subsection (a), the corporation shall be made a party defendant.(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-14 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-14. Filling Vacancies

Sec. 14. (a) Unless the articles of incorporation or bylaws provide otherwise and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, one (1) of the following may occur:(1) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, other organizational unit, or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.(2) The board of directors may fill the vacancy.(3) If the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.(b) Unless articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.(c) If a vacant office was held by a designated director, the vacancy must be filled as provided in articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw, the vacancy may not be filled by the board of directors.(d) A vacancy that will occur at a specific later date because of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-12-15 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 12. Directors|23-17-12-15. Compensation

Sec. 15. Unless articles of incorporation or bylaws provide otherwise, a board of directors may fix the compensation of directors.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-13-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 13. Standards of Conduct for Directors|23-17-13-1. Duties; Reliance on Statements of and Information Given by Others; Conditions for Liability; Director Not Trustee

Sec. 1. (a) A director shall, based on facts then known to the director, discharge duties as a director, including the director's duties as a member of a committee, as follows:(1) In good faith.(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.(3) In a manner the director reasonably believes to be in the best interests of the corporation.(b) In discharging the director's duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one (1) of the following:(1) An officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.(2) Legal counsel, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence.(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.(c) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.(d) A director is not liable for an action taken as a director, or failure to take an action, unless the:(1) director has breached or failed to perform the duties of the director's office in compliance with this section; and(2) breach or failure to perform constitutes willful misconduct or recklessness.(e) A director is not considered to be a trustee with respect to a corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.5.