reglab/housing_qa huggingface dataset:
IN Code § 23-17-16-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-10. Reasonable Expense Payments in Advance of Final Disposition

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 the following occur:(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 an advance if it is ultimately determined that the director did not meet the standard of conduct.(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):(1) must be an unlimited general obligation of the director;(2) is not required to be secured; and(3) 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.179-1991, SEC.1.
IN Code § 23-17-16-11 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-11. Application to Court; Grounds for Ordering Indemnification

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 may, after giving any notice the court considers necessary, order indemnification in the amount the court considers proper if the court determines one (1) of the following:(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.(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.179-1991, SEC.1.
IN Code § 23-17-16-12 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-12. Authorization of Indemnification; Evaluation as to Reasonableness of Expenses; Procedures of Board of Directors

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 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 consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation.(3) By special legal counsel:(A) selected by the board of directors or a committee of the board of directors 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. Directors who are parties may participate in the selection.(4) By the members. However, memberships 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 the reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-13 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-13. Indemnification of Officers, Employees, and Agents

Sec. 13. Unless a corporation's articles of incorporation provide otherwise:(1) an officer of the corporation, whether or not a director, is entitled to:(A) mandatory indemnification under section 9 of this chapter; and(B) 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; and(3) a corporation may indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent and consistent with public policy that may be provided by articles of incorporation, bylaws, general or specific action of the corporation's board of directors, or contract.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-16-14 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-14. Purchase of Insurance

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was:(1) a director;(2) an officer;(3) an employee or agent of the corporation; or(4) 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 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;against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, 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.179-1991, SEC.1. Amended by P.L.8-1993, SEC.334.
IN Code § 23-17-16-15 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 16. Indemnification|23-17-16-15. Other Rights to Indemnification; Reimbursement of Expenses of Appearing as Witness

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following:(1) A corporation's articles of incorporation or bylaws.(2) A resolution of the board of directors or of the members.(3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.(b) If:(1) articles of incorporation;(2) bylaws;(3) resolutions of the board of directors or of the members; or(4) other duly 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 of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly 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 respondent to the proceeding.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-17-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-1. Written Approval by Specified Person

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-17-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-2. Termination, Redemption, or Cancellation of Members or Class of Members of Public Benefit or Mutual Benefit Corporation

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article.(b) Before adopting a resolution proposing an amendment under this section, the board of directors of a mutual benefit corporation must give notice of the general nature of the amendment to the members.(c) After adopting a resolution proposing an amendment under this section, the notice to members proposing the amendment must include a statement of not more than five hundred (500) words opposing the proposed amendment if the statement is submitted by:(1) five (5) members; or(2) members having at least three percent (3%) of the voting power;whichever is less, not later than twenty (20) days after the board of directors has voted to submit the amendment to the members for approval. In a public benefit corporation, the production and mailing costs shall be paid by the requesting members. In a mutual benefit corporation, the production and mailing costs shall be paid by the corporation.(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class.(e) IC 23-17-8-2 does not apply to an amendment under this section meeting the requirements of this article.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.119.
IN Code § 23-17-17-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-3. Adding or Changing Required or Permitted Provision; Deleting Provision Not Required

Sec. 3. (a) A corporation may amend the corporation's articles of incorporation to do any of the following:(1) Add or change a provision that is required or permitted in the articles.(2) Delete a provision not required in the articles.(b) Whether a provision is required or permitted in the articles must be determined as of the effective date of the amendment.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-17-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-4. Adoption by Board of Directors Without Member Approval; Amendments Adopted by Incorporators

Sec. 4. (a) Unless articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles without member approval to do the following:(1) To extend the duration of the corporation that was incorporated at a time when limited duration was required by law.(2) To delete the names and addresses of the initial directors and incorporators.(3) To delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state.(4) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name.(5) To delete a mailing address if a biennial report has been filed with the secretary of state.(6) To include a statement identifying the corporation as a public benefit, mutual benefit, or religious corporation.(7) To make any other change expressly permitted by this article to be made by director action.(b) If a corporation has no members, the corporation's incorporators may, until directors have been chosen and then the corporation's board of directors, adopt amendments to the corporation's articles of incorporation subject to any approval required under section 1 of this chapter. The amendment must be approved by a majority of the directors in office or, if the directors have not yet been chosen, by a majority of the incorporators, at the time the amendment is adopted. The corporation shall provide notice of a meeting at which an amendment is to be voted upon. The notice must do the following:(1) Be in accordance with IC 23-17-15-3.(2) State that the purpose of the meeting is to consider a proposed amendment to the articles of incorporation.(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.120; P.L.96-1993, SEC.11; P.L.119-2015, SEC.53.
IN Code § 23-17-17-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-5. Approval by Board of Directors, Members, and Person Whose Approval Is Required; Initiation of Amendment by Board of Directors; Approval at Membership Meeting; Notice; Approval by Written Consent or Ballot; Amendment Summary

Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows:(1) By the board of directors.(2) Except as provided in section 4(a) of this chapter, by the members by a majority of the votes cast.(3) In writing by a person whose approval is required by a provision of the articles of incorporation authorized under section 1 of this chapter.(b) Unless articles of incorporation provide otherwise, amendments to the articles of incorporation must be initiated by the board of directors. The board of directors may condition an amendment's adoption on receipt of a higher percentage of affirmative votes of the members or another basis.(c) If a board of directors seeks to have an amendment approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting in writing in accordance with IC 23-17-10-5. The notice must do the following:(1) State that the purpose of the meeting is to consider the proposed amendment.(2) Contain or be accompanied by a copy or summary of the amendment.(d) If a board of directors seeks to have an amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.121.
IN Code § 23-17-17-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-6. Public Benefit, Mutual Benefit, or Religious Corporation; Vote by Members of Class

Sec. 6. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would change the rights of the class as to voting in a manner different than the amendment affects another class or members of another class.(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would do any of the following:(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.(3) Increase or decrease the number of memberships authorized for the class.(4) Increase the number of memberships authorized for another class.(5) Effect an exchange, a reclassification, or the termination of the memberships of the class.(6) Authorize a new class of memberships.(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation only if a class vote is provided for in articles of incorporation or bylaws.(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of incorporation of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.(e) Except as provided in articles of incorporation or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by a majority of the votes cast by the class.(f) A class of members of a public benefit or mutual benefit corporation may have the voting rights granted by this section although articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.As added by P.L.179-1991, SEC.1.
IN Code § 23-17-17-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-7. Delivery to Secretary of State of Articles of Amendment; Amendment Changing Corporate Name

Sec. 7. (a) A corporation amending the corporation's articles of incorporation must deliver to the secretary of state articles of amendment setting forth the following:(1) The name of the corporation.(2) The date of the corporation's incorporation.(3) The text of each amendment adopted.(4) The date of each amendment's adoption.(5) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.(6) If approval by members was required, the following:(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment.(B) Either:(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment; or(ii) the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.(7) If approval of the amendment was by a person other than the members, a statement under section 1 of this chapter that the approval was obtained.(b) If a corporation amends the corporation's articles of incorporation to change the corporation's corporate name, the corporation may, after the amendment has become effective, file:(1) for record with the county recorder of each county in Indiana in which the corporation has real property; and(2) 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.179-1991, SEC.1. Amended by P.L.1-1992, SEC.122.
IN Code § 23-17-17-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 17. Nonprofit Corporations|Chapter 17. Amendment of Articles of Incorporation|23-17-17-8. Restatement of Articles of Incorporation; Amendment of Articles Included in Restatement; Approval

Sec. 8. (a) A corporation's board of directors may restate the corporation's articles of incorporation with or without approval by members or another person.(b) A restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or another person, the amendment must be adopted under section 5 of this chapter.(c) If a restatement includes an amendment requiring approval by members, the board of directors must submit the restatement to the members for approval.(d) If a board of directors seeks to have a restatement approved by the members at a membership meeting, the corporation shall notify each of the corporation's members of the proposed membership meeting in writing under IC 23-17-10-5. The notice must do the following:(1) State that the purpose of the meeting is to consider the proposed restatement.(2) Contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.(e) If a board of directors seeks to have a restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under section 5 of this chapter.(g) If a restatement includes an amendment requiring approval under section 1 of this chapter, the board of directors must submit the restatement for approval.As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.123.