reglab/housing_qa huggingface dataset:
IN Code § 23-17-13-2.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 13. Standards of Conduct for Directors|23-17-13-2.5. Contracts and Transactions in Which Member, Director, Officer, or Member of Designated Body Has Interest

Sec. 2.5. (a) This section applies unless the articles of incorporation or bylaws of a corporation provide otherwise.(b) Subject to subsection (c), a contract or transaction between:(1) a corporation and one (1) or more of the corporation's members, directors, members of a designated body, or officers; or(2) a corporation and any other corporation, partnership, association, or entity in which one (1) or more of the corporation's members, directors, officers, or members of a designated body:(A) are members, directors, members of a designated body, or officers;(B) hold a similar position; or(C) have a financial interest;is not void or voidable solely because of the relationship or interest, solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because the vote of the member, director, member of a designated body, or officer is counted for authorizing the contract or transaction.(c) A contract or transaction described under subsection (b) is not void or voidable as provided under subsection (b) if one (1) or more of the following apply:(1) The:(A) material facts as to the:(i) relationship or interest of a member, a director, a member of a designated body, or an officer; and(ii) contract or transaction;are disclosed or known to the board of directors; and(B) board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even if the disinterested directors are less than a quorum.(2) The:(A) material facts as to the:(i) relationship or interest of the member, director, member of a designated body, or officer; and(ii) contract or transaction;are disclosed or known to the members who are entitled to vote on the contract or transaction; and(B) contract or transaction is specifically approved in good faith by a vote of the members who are entitled to vote on the contract or transaction.(3) The contract or transaction is fair as to the corporation at the time the contract or transaction is authorized, approved, or ratified by the board of directors or the members.(d) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction described under subsection (b).As added by P.L.110-2008, SEC.6.
IN Code § 23-17-13-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 13. Standards of Conduct for Directors|23-17-13-3. Loans to and Guarantees of Obligations of Directors or Officers

Sec. 3. (a) A corporation may not:(1) lend money to; or(2) guarantee the obligation of;a director or an officer of the corporation.(b) A loan or guaranty that is made in violation of this section does not affect the borrower's liability on the loan.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-13-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 13. Standards of Conduct for Directors|23-17-13-4. Unlawful Distributions; Liability

Sec. 4. (a) Subject to section 1(d) of this chapter, a director who votes for or assents to a distribution made in violation of this article or articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds the amount that could have been distributed without violating this article or articles of incorporation.(b) A director who is held liable for an unlawful distribution under subsection (a) is entitled to contribution from the following:(1) Every other director who voted for or assented to the distribution, subject to section 1(d) of this chapter.(2) Each person who received an unlawful distribution for the amount of the distribution accepted whether or not the person receiving the distribution knew the distribution was made in violation of this article, articles of incorporation, or the bylaws.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-14-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 14. Officers|23-17-14-1. Required Officers; Preparation of Minutes of Meetings and Authentication of Corporate Records; Offices Held Simultaneously

Sec. 1. (a) Unless otherwise provided in articles of incorporation or bylaws, a corporation must have a president, a secretary, a treasurer, and other officers appointed by the board of directors.(b) Bylaws or a board of directors must delegate to one (1) of the officers the responsibility for the following:(1) Preparing minutes of the director's and members' meetings.(2) Authenticating records of the corporation.(c) An individual may simultaneously hold more than one (1) office in a corporation.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-14-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 14. Officers|23-17-14-2. Duties

Sec. 2. An officer shall perform the duties set forth in bylaws or, to the extent consistent with bylaws, the duties prescribed:(1) in a resolution of the board of directors; or(2) by direction of an officer authorized by the board of directors to prescribe the duties of other officers.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-14-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 14. Officers|23-17-14-3. Resignation

Sec. 3. (a) An officer may resign at any time by delivering notice to one (1) of the following:(1) The board of directors, the chairman of the board of directors, or the secretary of the corporation.(2) If articles of incorporation or bylaws provide, to another designated officer.(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If:(1) a resignation is made effective at a later date; and(2) a corporation accepts the future effective date;the corporation's 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 an 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.179-1991, SEC.1.
IN Code § 23-17-14-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 14. Officers|23-17-14-4. Election, Appointment, Resignation, or Removal; Contract Rights

Sec. 4. (a) The election or appointment of an officer does not create contract rights.(b) An officer's removal does not affect the officer's contract rights with the corporation. An officer's resignation does not affect the corporation's contract rights with the officer. Removal or resignation of an officer does not affect the contract rights of the officer or the corporation.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-15-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-1. Regular and Special Meetings; Location of Meetings; Means of Participation in Meeting

Sec. 1. (a) If the time and place of a directors' meeting is fixed by:(1) bylaws; or(2) the board of directors;the meeting is a regular meeting. All other meetings are special meetings.(b) The board of directors may hold regular or special meetings inside or outside of Indiana.(c) Unless articles of incorporation or bylaws provide otherwise, a board of directors may permit a director to:(1) participate in a regular or special meeting by; or(2) conduct the meeting through the use of;any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-15-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-2. Action Taken Without Meeting

Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:(1) describing the action taken;(2) signed by each director; and(3) included in the minutes or filed with the corporate records reflecting the action taken.(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-15-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-3. Notice of Meeting

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, regular meetings of a board of directors may be held without notice of the date, time, place, or purpose of the meeting.(b) Unless articles of incorporation or bylaws provide otherwise, special meetings of the board of directors must be preceded by notice of at least two (2) days to each director of the date, time, and place of the meeting. The notice is not required to describe the purpose of the special meeting unless required by articles of incorporation or bylaws.(c) Unless articles of incorporation or bylaws provide otherwise:(1) the presiding officer of a board of directors;(2) the president; or(3) twenty percent (20%) of the directors then in office;may call and give notice of a meeting of the board of directors.As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.10.
IN Code § 23-17-15-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-4. Waiver of Notice of Meeting

Sec. 4. (a) A director may waive a notice required by this article, articles of incorporation, or bylaws. Except as provided by subsection (b), the waiver must be:(1) in writing;(2) signed by the director entitled to the notice; and(3) filed with the minutes or the 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 vote for or assent to action taken at the meeting.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-15-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-5. Quorum; Affirmative Vote of Majority of Directors Constitutes Act of Board

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:(1) One-third (1/3) of the number of directors in office.(2) Two (2) directors.(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:(1) who are present in person; or(2) in the case of a mutual benefit corporation that:(A) is an electric cooperative; and(B) has at least one (1) member that is a corporation formed under IC 8-1-13;who are present in person or by proxy as provided under section 5.5 of this chapter;when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.As added by P.L.179-1991, SEC.1. Amended by P.L.98-2017, SEC.1.
IN Code § 23-17-15-5.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-5.5. Mutual Benefit Corporations; Proxy Voting for Electric Cooperatives

Sec. 5.5. (a) This section applies only to a mutual benefit corporation that:(1) is an electric cooperative; and(2) has at least one (1) member that is a corporation formed under IC 8-1-13.(b) A director of a mutual benefit corporation described in subsection (a) may vote in person or by proxy.(c) Unless articles of incorporation or bylaws limit proxy voting, a director of a mutual benefit corporation described in subsection (a) may appoint a proxy to act for the director. A director may appoint a proxy by signing an appointment form:(1) personally; or(2) by attorney-in-fact.(d) A proxy appointed under subsection (c) must be another member of the board of directors of the member that is represented by the director who appoints the proxy.(e) 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 the appointment form conspicuously states that the appointment is for a shorter or longer period.(f) An appointment of a proxy is revocable by the proxy.(g) The death of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority unless notice of the death 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.(h) The incapacity of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority.(i) Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a mutual benefit corporation described in subsection (a) may accept the proxy's vote or other action as that of the director making the appointment.As added by P.L.98-2017, SEC.2.
IN Code § 23-17-15-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 15. Meetings and Action of Board of Directors|23-17-15-6. Committees

Sec. 6. (a) Unless this article, the articles of incorporation, or bylaws provide otherwise, a board of directors may create one (1) or more committees that consist of one (1) or more members of the board of directors.(b) Unless otherwise provided under this article, the creation of a committee and appointment of members to the committee 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 articles of incorporation or bylaws to take action under section 5 of this chapter.(c) Sections 1 through 5 of this chapter apply to committees of the board of directors and the members of committees.(d) To the extent specified by the board of directors or in articles of incorporation or bylaws, a committee may exercise the authority of the board of directors under IC 23-17-12-1.(e) A committee may not do the following:(1) Authorize distributions.(2) Approve or recommend to members action required to be approved by members under this article.(3) Subject to subsection (g), fill vacancies on the board of directors or on a committee.(4) Adopt, amend, or repeal bylaws.(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 under IC 23-17-13-1.(g) The board of directors may appoint one (1) or more directors as alternate members of a committee to replace an absent or a disqualified member during the member's absence or disqualification. Unless the articles of incorporation, bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the members present at a meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.(h) A corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors.As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.7.
IN Code § 23-17-16-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-1. Corporation Defined

Sec. 1. As used in this chapter, "corporation" includes a corporation organized under or governed by this chapter and a 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.179-1991, SEC.1.
IN Code § 23-17-16-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-2. Director Defined

Sec. 2. (a) 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, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, 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.(b) The term includes the estate or personal representative of a director.As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.332.
IN Code § 23-17-16-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-3. Expenses as Including Attorney's Fees

Sec. 3. As used in this chapter, "expenses" includes attorney's fees.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-4. 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 actually incurred with respect to a proceeding.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-5. Official Capacity Defined

Sec. 5. (a) As used in this chapter, "official capacity" means the following:(1) When used with respect to a director, the office of director in a corporation.(2) When used with respect to an individual other than a director under 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.(b) The term 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.179-1991, SEC.1. Amended by P.L.8-1993, SEC.333.
IN Code § 23-17-16-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-6. 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.179-1991, SEC.1.
IN Code § 23-17-16-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-7. Proceeding Defined

Sec. 7. As used in this chapter, "proceeding" means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-8. Grounds for Indemnification; Conduct With Respect to Employee Benefit Plans; Judgment, Order, Settlement, Conviction, or Nolo Contendere Plea Not Determinative of Failure to Meet Standard of Conduct

Sec. 8. (a) If an individual is made a party to a proceeding because the individual is or was a director, a corporation may indemnify the individual against liability incurred in the proceeding if:(1) the individual's conduct was in good faith; and(2) the individual reasonably believed:(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and(B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and(3) in the case of any criminal proceeding, the individual:(A) had reasonable cause to believe the individual's conduct was lawful; or(B) had no reasonable cause to believe the individual's conduct was unlawful.(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-9. Director Wholly Successful in Defense of Proceeding

Sec. 9. Unless limited by articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.As added by P.L.179-1991, SEC.1.