reglab/housing_qa huggingface dataset:
IN Code § 28-13-13-12 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-12. Standards for Conditional Determinations and Authorizations; Procedure

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.(b) The determination shall be made by any one (1) of the following procedures:(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee designated by the board of directors in which directors who are parties may participate, consisting solely of two (2) or more directors not at the time parties to the proceeding.(3) By special legal counsel:(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors in which directors who are parties may participate.(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-13 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-13. Indemnification of Corporate Officers and Employees Other Than Directors

Sec. 13. The following apply unless a corporation's articles of incorporation provide otherwise:(1) An officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director.(2) The corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director.(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by the corporation's articles of incorporation, bylaws, general or specific action of the corporation's board of directors, or contract.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-14 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-14. Liability Insurance Purchased and Maintained by Corporation

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual:(1) who is or was a director, an officer, an employee, or an agent of the corporation; or(2) who, while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of the corporation as a director, an officer, a partner, a trustee, a manager, an employee, or an agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise;against liability asserted against or incurred by the individual in the capacity described in subdivision (1) or (2). The corporation may purchase and maintain insurance under this section whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.459.
IN Code § 28-13-13-15 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-15. Limitation of Remedies; Effect of Chapter

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:(1) a corporation's articles of incorporation or bylaws;(2) a resolution of the board of directors or of the shareholders; or(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses.(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-1. Authority to Amend; Restriction on Shareholder Vested Rights

Sec. 1. (a) A corporation may amend the corporation's articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a provision is required or permitted to be in the articles of incorporation is determined as of the effective date of the amendment.(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or authorized to be in the bylaws by this article or the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-2. Adoption Without Shareholder Approval

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles of incorporation without shareholder action to:(1) extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;(2) delete the names and addresses of the initial directors;(3) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares and fractional shares if the corporation has only shares of that class outstanding;(4) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or(5) make any other change expressly permitted by this article to be made without shareholder action.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-3. Proposal Authorized

Sec. 3. A corporation's board of directors may propose at least one (1) amendment to the articles of incorporation for submission to the shareholders.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-4. Submission of Proposal to Shareholders; Recommendation; Approval Vote

Sec. 4. For an amendment to be adopted the following requirements must be met:(1) The board of directors must adopt a resolution directing that the proposed amendment be submitted to a vote of the shareholders and the resolution shall be submitted to and approved by the directors before or after the proposed amendment or amendments are submitted to the shareholders.(2) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation and communicates the basis for the board's determination to the shareholders with the amendment.(3) The shareholders entitled to vote on the amendment must approve the amendment as provided in section 7 of this chapter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-5. Conditions of Submission to Shareholders

Sec. 5. The board of directors may condition the board's submission of the proposed amendment on any basis.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-6. Notice of Meeting

Sec. 6. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice of meeting must also do the following:(1) State that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment.(2) Contain or be accompanied by a copy or summary of the amendment.As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.24 and P.L.134-2001, SEC.26.
IN Code § 28-13-14-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-7. Vote Required

Sec. 7. Unless this article, the articles of incorporation, or the board of directors acting under section 5 of this chapter requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and(2) the votes required by IC 28-13-6-6 and IC 28-13-6-7 by every other voting group entitled to vote on the amendment.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-8. Voting by Class or a Series of Shares

Sec. 8. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this article on a proposed amendment if the amendment would:(1) increase or decrease the aggregate number of authorized shares of the class;(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;(5) change the shares of all or part of the class into a different number of shares of the same class;(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;(8) limit or deny an existing preemptive right of all or part of the shares of the class;(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; or(10) decrease the number of shares of a class into a different number of shares of the same class to effect a reverse stock split.(b) If a proposed amendment would affect a series of a class of shares in at least one (1) of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.(c) If a proposed amendment that entitles at least two (2) series of shares to vote as separate voting groups under this section would affect those series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.25 and P.L.134-2001, SEC.27.
IN Code § 28-13-14-8.5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-8.5. Purchase Price of Stock

Sec. 8.5. (a) The following guidelines and procedures apply when requesting that the director approve an amendment to articles of incorporation resulting in a reverse stock split authorized by IC 28-13-14-8(a)(10):(1) The purchase price of the stock must be based on market value if there is an established and active market in the corporation's stock. In the absence of such a market, the fair value of the stock must be determined by obtaining an independent appraisal of the shares upon which the purchase price will be based.(2) If a market for the corporation's stock exists, the corporation shall clearly disclose to the shareholders how the purchase price was determined in relation to the market value.(3) If an appraisal is obtained:(A) the corporation shall disclose to its shareholders:(i) that an appraisal has been obtained; and(ii) the identity and qualifications of the person or firm preparing the appraisal, the criteria for selecting the person or firm, and the existence of any material relationship between the bank and the person or firm; and(B) the corporation shall furnish to each shareholder a summary of the appraisal, the findings and recommendations, the basis for and methods of arriving at the findings and recommendations, and any limitations imposed by the corporation on the preparation of the appraisal.The corporation must inform its shareholders that the appraisal is available for inspection.(4) A shareholder that may vote on the amendment to the articles of incorporation on the question of the reverse stock split must be given dissenter's rights in the manner prescribed in IC 28-1-7-21 as if the transaction were a merger of consolidation.(b) The corporation shall submit to the department a copy of the appraisal or information supporting the purchase price of the stock if an established market already exists, a copy of the proxy material to be sent to the shareholders, and any other correspondence sent to the shareholders describing the proposed amendment to the articles.As added by P.L.63-2001, SEC.26 and P.L.134-2001, SEC.28.
IN Code § 28-13-14-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-9. Adoption Before Issuance of Shares

Sec. 9. If a corporation has not yet issued shares:(1) its board of directors; or(2) if a board of directors has not been selected, the incorporators;may adopt at least one (1) amendment to the corporation's articles of incorporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-10 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-10. Articles of Amendment; Contents

Sec. 10. A corporation amending its articles of incorporation shall prepare articles of amendment setting forth the following:(1) The name of the corporation.(2) The text of each amendment adopted.(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.(4) The date of each amendment's adoption.(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required.(6) If an amendment was approved by the shareholders:(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting; and(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-11 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-11. Articles of Amendment; Form

Sec. 11. The form of the articles of amendment shall be prescribed and furnished by the department.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-12 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-12. Articles of Amendment; Preparation and Signature; Presentation for Approval or Disapproval and Filing

Sec. 12. (a) The articles of amendment shall be prepared and signed in triplicate by:(1) an officer of the corporation;(2) if the corporation has not yet issued shares, by a director of the corporation; or(3) if the board of directors has not been selected, by the incorporator;and shall be presented in triplicate to the department at its office for the approval or disapproval of the director.(b) When the articles of amendment have been approved by the director, the articles shall be presented to the secretary of state for filing.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-13 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-13. Change of Corporate Name; Record of Articles of Amendment

Sec. 13. If a corporation amends its articles of incorporation to change its corporate name, the corporation may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time the amendment becomes effective a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-14 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-14. Restatement of Articles; Inclusion of Amendment; Shareholder Notification; Articles of Restatement; Changes Not Constituting Amendment

Sec. 14. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate the corporation's articles of incorporation at any time with or without shareholder action.(b) The restatement may include at least one (1) amendment to the articles. If the restatement includes an amendment requiring shareholder approval, the amendment must be adopted as provided in sections 3 through 7 of this chapter.(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice must also do the following:(1) State that the purpose or one (1) of the purposes of the meeting is to consider the proposed restatement.(2) Contain or be accompanied by a copy of the restatement that identifies any amendment or other change the corporation would make in the articles.(d) A corporation restating the corporation's articles of incorporation shall prepare articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if the restatement does not, that the board of directors adopted the restatement; or(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10 of this chapter.Notwithstanding IC 28-12-2-1(4), the corporation is not required to include in the articles of restatement the name and address of each incorporator.(e) The following do not constitute an amendment to a corporation's articles of incorporation:(1) A reordering or renumbering of the articles or sections of the articles.(2) The correction of grammatical or spelling errors.As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.27 and P.L.134-2001, SEC.29; P.L.141-2005, SEC.26.
IN Code § 28-13-14-15 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-15. Articles of Restatement; Form

Sec. 15. (a) The form of articles of restatement shall be prescribed and furnished by the department.(b) Articles of restatement shall be prepared and signed in triplicate by:(1) an officer of the corporation;(2) if the corporation has not yet issued shares, by a director of the corporation; or(3) if the board of directors has not been selected, by the incorporator;and shall be presented in triplicate to the department at the department's office, for the approval or disapproval of the director.(c) When the articles of restatement have been approved by the director, the articles shall be presented to the secretary of state for filing.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-16 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-16. Adopted Restated Articles; Superseding Original Articles and Amendments

Sec. 16. Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-14-17 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 14. Amendment of Articles of Incorporation|28-13-14-17. Restated Articles of Incorporation; Certification

Sec. 17. The department and the secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by section 14(d) of this chapter.As added by P.L.14-1992, SEC.163.