reglab/housing_qa huggingface dataset:
IN Code § 28-13-11-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 11. Standards of Conduct for Directors|28-13-11-6. Legislative Intent; Business Judgment and Discretion of Directors; Corporate Takeovers

Sec. 6. (a) In enacting this article, the general assembly established corporate governance rules for Indiana corporations, including in this chapter the standards of conduct applicable to directors of Indiana corporations, and the corporate constituent groups and interests that a director may take into account in exercising the director's business judgment. The general assembly intends to reaffirm certain of these corporate governance rules to ensure that the directors of Indiana corporations, in exercising their business judgment, are not required to approve a proposed corporate action if the directors in good faith determine, after considering and weighing as they consider appropriate the effects of the action on the corporation's constituents, that the action is not in the best interests of the corporation.(b) In making a determination under this section, directors are not required to consider the effects of a proposed corporate action on any particular corporate constituent group or interest as a dominant or controlling factor. Without limiting the generality of this section, directors are not required to redeem any rights under or to make inapplicable a shareholder rights plan adopted under IC 28-13-2-5, or to take or decline to take any other action under this article, solely because of the effect such action might have on a proposed acquisition of control of the corporation or the amounts that might be paid to shareholders under the acquisition.(c) Certain judicial decisions in Delaware and other jurisdictions, which might otherwise be looked to for guidance in interpreting the duties of directors of corporations, including decisions relating to potential change of control transactions that impose a different or higher degree of scrutiny on actions taken by directors in response to a proposed acquisition of control of the corporation, are inconsistent with the proper application of the business judgment rule under this article. Therefore, the general assembly intends:(1) to reaffirm that this section allows directors the full discretion to weigh the factors enumerated in section 4 of this chapter as they consider appropriate; and(2) to protect both directors and the validity of corporate action taken by the directors in the good faith exercise of their business judgment after reasonable investigation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-11-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 11. Standards of Conduct for Directors|28-13-11-7. Additional Considerations Affecting Board Actions or Recommendations; Approval of Majority of Disinterested Directors; Conclusive Presumption of Validity

Sec. 7. (a) In taking or declining to take any action, or in making or declining to make any recommendation to the shareholders of the corporation with respect to any matter, a board of directors of a corporation may, in the board's discretion, consider both the short term and long term best interests of the corporation.(b) The board of directors shall take into account, and weigh as the directors consider appropriate, the effects of the action or recommendation on the corporation's shareholders and the other corporate constituent groups and interests listed or described in section 4 of this chapter, as well as any other factors considered pertinent by the directors under section 4 of this chapter.(c) If a determination is made under this section with the approval of a majority of the disinterested directors of the board of the directors, that determination shall conclusively be presumed to be valid unless, after reasonable investigation, it can be demonstrated that the determination was not made in good faith.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-11-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 11. Standards of Conduct for Directors|28-13-11-8. Disinterested Persons; Director or Shareholder of Corporation

Sec. 8. (a) For the purposes of section 7 of this chapter, a director is disinterested if:(1) the director does not have a conflict of interest, within the meaning of section 9(a) of this chapter, in connection with the action or recommendation in question;(2) in connection with matters described in IC 28-13-8 the director is disinterested (as defined in IC 28-13-8-4(d)); and(3) in connection with any matter involving or otherwise affecting a transaction under IC 28-1-7, IC 28-1-8, or IC 28-3-2 that would result in a change of the person or persons that have control (as defined in IC 28-2-14-6) over the corporation if the director is not an employee of the corporation or an affiliate or associate of or was not nominated or designated as a director by a person proposing the transaction.(b) A person may be disinterested under this section even though the person is a director or shareholder of the corporation.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-11-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 11. Standards of Conduct for Directors|28-13-11-9. Conflict of Interest Transactions; Direct or Indirect Interest of Director; Nonvoidability by Corporation; Voting for Authorization, Approval, or Ratification

Sec. 9. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. Unless otherwise provided under federal or state laws, regulations, or rules, a conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true:(1) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction.(2) The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.(3) The transaction was fair to the corporation.(b) For purposes of subsection (a), a director of the corporation has an indirect interest in a transaction if:(1) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or(2) another entity of which the director is a director, an officer, or a trustee is a party to the transaction and the transaction is, or is required to be, considered by the board of directors of the corporation.(c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if the transaction receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.(d) For purposes of subsection (a)(2), shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b), may be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-11-10 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 11. Standards of Conduct for Directors|28-13-11-10. Unlawful Distribution; Liability of Director; Right to Contribution

Sec. 10. (a) Subject to section 5 of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:(1) from every other director who voted for or assented to the distribution, subject to section 5 of this chapter; and(2) from each shareholder for the amount the shareholder accepted.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-12-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 12. Officers Generally|28-13-12-1. Officers; Designation; Terms; Highest Acting Officer; Dual Officeholding

Sec. 1. (a) The officers of a corporation must consist of the following:(1) A president and, if the president is not the highest acting officer of the corporation, another officer designated by the directors, regardless of the title of that officer, whose duties are equivalent to those customarily performed by the highest acting officer.(2) One (1) or more officers whose duties are equivalent to those customarily performed by a chief financial officer.(3) An officer whose duties include preparing minutes of the directors' and shareholders' meetings, authenticating records of the corporation, and other duties customarily performed by a secretary.(4) Any other officers prescribed by the articles of incorporation or the bylaws.(b) Each of the officers shall be chosen by the board of directors at the time, in the manner, and for the terms as prescribed in the corporation's articles of incorporation or bylaws.(c) If not already a director, the officer described in subsection (a)(1) who is the highest acting officer of the corporation shall become a director in accordance with the corporation's articles of incorporation or bylaws as soon as practicable after being chosen to serve in that office.(d) If the articles of incorporation or the bylaws so provide, two (2) or more offices may be held by the same person, except that the duties of an officer described in subsection (a)(1) and an officer described in subsection (a)(2) may not be performed by the same person.As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.212; P.L.216-2013, SEC.66.
IN Code § 28-13-12-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 12. Officers Generally|28-13-12-2. Powers and Duties

Sec. 2. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-12-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 12. Officers Generally|28-13-12-3. Resignation of Officer; Notice; Effective Date; Removal of Officer; Replacement of Chief Executive Officer

Sec. 3. (a) An officer may resign at any time by delivering notice:(1) to the board of directors, its chairman, or the secretary of the corporation; or(2) if the articles of incorporation or bylaws so provide, to another designated officer.(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, 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 any officer at any time with or without cause.(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.(e) If a corporation replaces the chief executive officer of the corporation, the corporation shall give the department written notice of the replacement not later than thirty (30) days after the chief executive officer is replaced.As added by P.L.14-1992, SEC.163. Amended by P.L.35-2010, SEC.204.
IN Code § 28-13-12-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 12. Officers Generally|28-13-12-4. Contract Rights; Effect of Election, Appointment, or Removal

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, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-12-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 12. Officers Generally|28-13-12-5. Adequate Fiduciary Coverage Required

Sec. 5. (a) Every corporation shall make provision for adequate fidelity coverage for all officers and employees having access to money or bonds of the corporation. The amount and form of fidelity coverage must be approved annually by the board of directors of the corporation. Coverage may be provided:(1) in the form of a blanket fidelity bond issued by a corporate surety authorized to transact business in Indiana; or(2) through the establishment of a separate reserve fund within the corporation for that purpose.(b) If the corporation is a corporate fiduciary (as defined in IC 28-1-1-3), the corporation shall make provision for adequate fiduciary errors and omissions insurance coverage.As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.89.
IN Code § 28-13-13-1 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-1. "Corporation" Defined

Sec. 1. As used in this chapter, "corporation" includes 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.14-1992, SEC.163.
IN Code § 28-13-13-2 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-2. "Director" Defined; Scope of Term

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, a partner, a trustee, a manager, an employee, or an agent of another foreign or domestic corporation, partnership, joint venture, limited liability company, 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. The term includes, unless the context requires otherwise, the estate or personal representative of a director.As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.457.
IN Code § 28-13-13-3 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-3. "Expenses" Defined

Sec. 3. As used in this chapter, "expenses" include attorney's fees.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-4 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-4. "Liability" Defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-5 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-5. "Official Capacity" Defined; Scope of Term

Sec. 5. (a) As used in this chapter, "official capacity" means:(1) when used with respect to a director, the office of director in a corporation; and(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.(b) The term does not include service for any other foreign or domestic corporation or any partnership, joint venture, limited liability company, trust, employee benefit plan, or other enterprise, whether for profit or not.As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.458.
IN Code § 28-13-13-6 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-6. "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.14-1992, SEC.163.
IN Code § 28-13-13-7 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-7. "Proceeding" Defined

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-8 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-8. Conditional Indemnification of Director Against Liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director 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 either:(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).(c) The termination of a proceeding by judgment, order, settlement, or conviction is not, of itself, determinative that the director did not meet the standard of conduct described in this section.As added by P.L.14-1992, SEC.163. Amended by P.L.137-2014, SEC.42.
IN Code § 28-13-13-9 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-9. Mandatory Indemnification of Director for Expenses of Successful Defense of Proceeding

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-10 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-10. Advancement of Expenses Before Final Disposition of Proceeding; Conditions; Procedure

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:(1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter;(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.As added by P.L.14-1992, SEC.163.
IN Code § 28-13-13-11 (2021)
2021 Indiana Code|Title 28. Financial Institutions|Article 13. Corporate Governance|Chapter 13. Indemnification of Directors|28-13-13-11. Court Ordered Indemnification; Determination

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if the court determines:(1) the director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.As added by P.L.14-1992, SEC.163.