reglab/housing_qa huggingface dataset:
IN Code § 23-17-22-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-4. Revocation; Authorization; Articles of Revocation; Contents; Effect

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitted revocation by action of the board of directors alone, allowing the board of directors to revoke the dissolution without action by the members or any other person.(c) After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of the corporation's articles of dissolution, that set forth the following:(1) The name of the corporation.(2) The effective date of the dissolution that was revoked.(3) The date that the revocation of dissolution was authorized.(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect.(5) If the corporation's board of directors revoked a dissolution authorized by the members or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone under that authorization.(6) If member or third person action was required to revoke the dissolution, the information required by section 3(a)(5) and 3(a)(6) of this chapter.(d) Revocation of dissolution is effective upon the effective date specified in the articles of revocation of dissolution.(e) When a revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution. The corporation resumes carrying on the corporation's activities as if dissolution had never occurred.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-22-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-5. Continued Existence; Winding Up and Liquidation; Effect of Dissolution

Sec. 5. (a) A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, including the following:(1) Preserving and protecting the corporation's assets and minimizing the corporation's liabilities.(2) Discharging or making provision for discharging the corporation's liabilities and obligations.(3) Disposing of the corporation's properties that will not be distributed in kind.(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance that occurs by reason of the dissolution, in accordance with the condition.(5) Transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's articles of incorporation or bylaws.(6) If the corporation is a public benefit or religious corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation's assets:(A) to a person described in Section 501(c)(3) of the Internal Revenue Code; or(B) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation.(7) If the corporation is a mutual benefit corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring the corporation's assets to the corporation's members or, if the corporation has no members, to those persons whom the corporation holds the corporation out as benefiting or serving.(8) Doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the state under IC 23-17-30-1(b).(b) Dissolution of a corporation does not do the following:(1) Transfer title to the corporation's property.(2) Subject the corporation's directors or officers to standards of conduct different from those under this title.(3) Change the following:(A) Quorum or voting requirements for the corporation's board of directors or members.(B) Requirements for selection, resignation, or removal of the corporation's directors or officers.(C) Requirements for amending the corporation's bylaws.(4) Prevent commencement of a proceeding by or against the corporation in the corporation's corporate name.(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.(6) Terminate the authority of a registered agent.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-22-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-6. Claims Against Dissolved Corporation; Notice to Claimants; Limitation of Actions

Sec. 6. (a) A dissolved corporation may dispose of the known claims against the corporation by following the procedure described in this section.(b) The dissolved corporation shall notify the corporation's known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do the following:(1) Specify the amount that the dissolved corporation believes will satisfy the claim.(2) Inform the creditor that the creditor has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim.(3) Provide a mailing address where a dispute of the amount of the claim may be sent.(4) State the deadline, which may not be less than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim.(5) State that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline.(c) If the amount of a claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not later than ninety (90) days after the effective date of the dissolved corporation's rejection notice.(d) The amount of the claim is fixed if:(1) the claimant does not notify the dissolved corporation by the deadline; or(2) the claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding not later than ninety (90) days from the effective date of the rejection notice.(e) Regardless of a dispute in the amount of a claim, the dissolved corporation must tender to the claimant the amount of the claim set forth by the dissolved corporation in the notice of claim not later than thirty (30) days after the earlier of the following dates:(1) The date that the claim becomes fixed.(2) The date that the claimant commences the proceeding to enforce the claim.(f) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-22-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 22. General Dissolution|23-17-22-7. Claims Against Dissolved Corporation; Notice by Publication; Limitation of Actions; Enforcement

Sec. 7. (a) A dissolved corporation may also publish notice of the corporation's dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.(b) The notice must do the following:(1) Be published one (1) time in a newspaper of general circulation in the county where:(A) the dissolved corporation's principal office is or was last located; or(B) if the principal office is not located in Indiana, the corporation's registered office is or was last located.(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of the notice.(c) If a dissolved corporation publishes a newspaper notice under subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation not later than two (2) years after the publication date of the newspaper notice:(1) A claimant who did not receive written notice under section 6 of this chapter.(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on.(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim may be enforced under this section:(1) against the dissolved corporation to the extent of the corporation's undistributed assets; or(2) if the assets have been distributed in liquidation, against a person, other than a creditor of the corporation, to whom the corporation distributed the corporation's property to the extent of the distributee's pro rata share of the claim or the corporation assets distributed to the person in liquidation, whichever is less. The distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-24-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 24. Judicial Dissolution|23-17-24-1. Judicial Dissolution; When Allowable; Factors Considered

Sec. 1. (a) A circuit court or superior court may dissolve a corporation as follows:(1) In a proceeding by the attorney general if one (1) of the following is established:(A) The corporation obtained the corporation's articles of incorporation through fraud.(B) The corporation has continued to exceed or abuse the authority conferred upon the corporation by law.(C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted.(D) The corporation is a public benefit corporation and is no longer able to carry out the corporation's purposes.(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding at least five percent (5%) of the voting power, whichever is less, or by a director or a person specified in articles of corporation, if one (1) of the following is established:(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock.(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.(C) The members have deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.(D) The corporate assets are being misapplied or wasted.(E) The corporation is a public benefit or religious corporation and is no longer able to carry out the corporation's purposes.(3) In a proceeding by a creditor if either of the following is established:(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.(4) In a proceeding by the corporation to have the corporation's voluntary dissolution continued under court supervision.(b) Before dissolving a corporation, a court must consider the following:(1) Reasonable alternatives to dissolution.(2) If dissolution is in the public interest if the corporation is a public benefit corporation.(3) If dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-24-1.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 24. Judicial Dissolution|23-17-24-1.5. Remedies, Assurance of Voluntary Compliance

Sec. 1.5. (a) This section applies to the following:(1) Notwithstanding IC 23-17-1-1, all corporations organized under Indiana law for a purpose for which a corporation may be organized under this article, regardless of the date of incorporation.(2) A foreign corporation that desires to transact business in Indiana.(b) In addition to a dissolution under section 1 of this chapter, the attorney general may petition a court to issue one (1) or more of the following remedies:(1) Injunctive relief.(2) Appointment of temporary or permanent receivers.(3) Permanent removal of trustees, corporate officers, or directors who have breached the fiduciary duty.(4) Appointment of permanent court approved replacement trustees, corporate officers or directors, and members.(c) The attorney general may seek a remedy against any or all of the following:(1) If the attorney general establishes a condition enumerated in section 1(a)(1) of this chapter, a corporation.(2) For a violation of the officer's duties under IC 23-17-14-2, a corporate officer.(3) For a violation of IC 23-17-13, a corporate director.(d) In addition to any remedies described in subsection (b), the attorney general may accept a written assurance of voluntary compliance with respect to:(1) a past, an existing, or an imminent condition enumerated in section 1(a)(1) of this chapter; or(2) any past, existing, or imminent violation of a duty under this article by a corporation, director, officer, member, trustee, or other corporate principal.(e) An assurance of voluntary compliance described in subsection (d) may include a stipulation for the voluntary payment by the person of:(1) the costs of an investigation;(2) an amount to be held in escrow pending the outcome of an action;(3) an amount to be held in escrow pending the outcome of an action as restitution to an aggrieved nonprofit corporation or person; or(4) both amounts described in subdivisions (2) and (3).(f) An assurance of voluntary compliance described in subsection (d):(1) must be filed with; and(2) is subject to the approval of;the court having jurisdiction.(g) An assurance of voluntary compliance described in subsection (d) is not considered an admission of a violation of any law.(h) If the attorney general closes a matter by accepting an assurance of voluntary compliance described in subsection (d), the attorney general may reopen the matter for further proceedings within the period of the applicable statute of limitations.As added by P.L.245-2005, SEC.4. Amended by P.L.65-2014, SEC.4.
IN Code § 23-17-24-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 24. Judicial Dissolution|23-17-24-2. Venue; Parties; Judicial Authority; Notice to Attorney General

Sec. 2. (a) Venue for a proceeding brought by the attorney general against a corporation or its officers or directors lies in Marion County. Venue for a proceeding brought by any other party named under section 1 of this chapter lies in the county where:(1) a corporation's principal office is or was last located; or(2) if the principal office is not located in Indiana, the corporation's registered office is or was last located.(b) A director or a member does not have to be made a party to a proceeding to dissolve a corporation unless relief is sought against a director or a member individually.(c) A court in a proceeding brought to dissolve a corporation may do the following:(1) Issue injunctions.(2) Appoint a receiver or custodian pendente lite with all powers and duties the court directs.(3) Take other action required to preserve the corporate assets wherever located.(4) Carry on the activities of the corporation until a full hearing can be held.(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall give written notice without delay of the proceeding to the attorney general who may intervene.As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.5.
IN Code § 23-17-24-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 24. Judicial Dissolution|23-17-24-3. Receivers and Custodians

Sec. 3. (a) A court in a judicial proceeding brought by the attorney general or by any other party named under section 1 of this chapter to dissolve a public benefit or mutual benefit corporation may appoint at least one (1):(1) receiver to wind up and liquidate; or(2) custodian to manage;the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation's property wherever located.(b) The court may appoint an individual or a domestic or foreign business or nonprofit corporation authorized to transact business in Indiana as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.(c) The court shall describe the powers and duties of the receiver or custodian in the appointing order, which may be amended from time to time, including the following:(1) The receiver may do the following:(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the corporation is subject to a trust, an endowment, and other restrictions that would be applicable to the corporation.(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Indiana courts.(2) The custodian may exercise all of the powers of the corporation, through or in place of the corporation's board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation's members and creditors or to carry out the corporation's lawful purposes.(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation and the corporation's members and creditors.(e) The court may, during the receivership or custodianship, order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.6.
IN Code § 23-17-24-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 24. Judicial Dissolution|23-17-24-4. Decree of Dissolution; Winding Up Affairs

Sec. 4. (a) If after a hearing the court determines that a ground for judicial dissolution described in section 1 of this chapter exists, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certificate copy of the decree to the secretary of state, who shall file the certificate copy.(b) After entering the decree of dissolution, the court shall direct the winding up and liquidating of the corporation's affairs in accordance with IC 23-17-22-5 and the notification of the corporation's claimants under IC 23-17-22-6 and IC 23-17-22-7.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-25-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 25. Private Foundations|23-17-25-1. Duties and Prohibitions

Sec. 1. Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation (as defined in Section 509(a) of the Internal Revenue Code of 1986, as amended) shall do the following:(1) Distribute amounts for each taxable year at a time and in a manner as to not subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1986.(2) Not engage in an act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1986).(3) Not retain excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code of 1986).(4) Not make investments in a manner as to subject the corporation to taxes on investments that jeopardize charitable purposes (as defined in Section 4944 of the Internal Revenue Code of 1986).(5) Not make taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1986).As added by P.L.179-1991, SEC.1.
IN Code § 23-17-27-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 27. Records and Reports|23-17-27-1. Required Records

Sec. 1. (a) A corporation shall keep as permanent records a record of the following:(1) Minutes of meetings of the corporation's members and board of directors.(2) A record of actions taken by the members or directors without a meeting.(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).(b) A corporation shall maintain appropriate accounting records.(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.(e) A corporation shall keep a copy of the following records at the corporation's principal office:(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.(6) A list of the names and business or home addresses of the corporation's current directors and officers.(7) The corporation's most recent biennial report delivered to the secretary of state under IC 23-0.5-2-13.(f) Except as otherwise provided in articles of incorporation or bylaws, ballots must be retained by a corporation until the earlier of the following:(1) The date of the next annual meeting.(2) One (1) year after the date the ballot was received.As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.8; P.L.119-2015, SEC.61; P.L.118-2017, SEC.94.