reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 8. Resignation and Termination of Members › 23-17-8-3. Purchase of Memberships or Membership Rights; Public Benefit or Religious Corporation; Mutual Benefit Corporation

Sec. 3. (a) A public benefit or religious corporation may not purchase any of the corporation's memberships or any right arising from a membership.
(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and under the conditions set forth in or authorized by the corporation's articles of incorporation or bylaws. A payment may not be made in violation of IC 23-17-21.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 9. Delegates › 23-17-9-2. Articles of Incorporation or Bylaws; Provisions

Sec. 2. The articles of incorporation or bylaws may set forth provisions relating to the following:
(1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including selection and removal.
(2) Calling, noticing, holding, and conducting meetings of delegates.
(3) Carrying on corporate activities during and between meetings of delegates.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-1. Annual and Regular Membership Meetings; Meetings and Participation by Remote Communication

Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held inside of or outside of Indiana at the place stated in or fixed in accordance with the bylaws.
(d) A corporation's bylaws adopted under this chapter may provide that an annual or regular membership meeting will not be held in any place, but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:
(1) determine the location of the annual or regular membership meeting; or
(2) elect that the meeting will not be held at any place but solely by means of remote communication.
(e) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at an annual or regular membership meeting may do the following:
(1) Participate in the annual or regular membership meeting by means of remote communication.
(2) If the conditions under subsection (f) are met, be considered present in person and vote at the annual or regular membership meeting, regardless of whether the meeting is held in person or by means of remote communication.
(f) To conduct an annual or regular membership meeting by means of remote communication, a corporation must do the following:
(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.
(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.
(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.
(g) At the annual meeting:
(1) the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation; and
(2) the members shall consider and act upon other matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).
(h) At regular meetings the members shall consider and act upon matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).
(i) The failure to hold an annual or a regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not do any of the following:
(1) Affect the validity of any corporate action.
(2) Work any forfeiture or dissolution of the corporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-3. Court Ordered Meetings

Sec. 3. The circuit court or superior court of the county where a corporation's principal office is located or, if no principal office is located in Indiana, the corporation's registered office, may order a meeting to be held and may fix the time and place of the meeting that shall be conducted in accordance with the corporation's articles of incorporation and bylaws as follows:
(1) On application of a member or other person entitled to participate in an annual or a regular meeting if an annual meeting was not held within the earlier of the following:
(A) Six (6) months after the end of the corporation's fiscal year.
(B) Fifteen (15) months after the corporation's last annual meeting.
(2) On application of a member or other person entitled to participate in a regular meeting if a regular meeting is not held within forty (40) days after the date it was required to be held.
(3) On application of a member who signed a demand for a special meeting valid under section 2 of this chapter, a person entitled to call a special meeting if:
(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or
(B) the special meeting was not held in accordance with the notice.
As added by P.L.179-1991, SEC.1. Amended by P.L.9-2022, SEC.44.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-4. Action Taken Without Meeting; Approval of Action by Members Holding 80 Percent of Votes Entitled to Be Cast

Sec. 4. (a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions:
(1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action.
(2) Is delivered to the corporation for inclusion in the minutes or filing with the corporation's records.
Requests for written consents must be delivered to all members.
(b) If not otherwise determined under section 3 or 7 of this chapter, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(c) A consent signed under this section:
(1) has the effect of a meeting vote; and
(2) may be described as such in any document.
(d) Action taken under this section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-5. Notice of Meetings

Sec. 5. (a) A corporation shall give notice of meetings of members in a fair and reasonable manner.
(b) A notice that conforms to the requirements of subsection (c) is fair and reasonable. However, other means of giving notice may also be fair and reasonable when all the circumstances are considered if notice of matters referred to in subsection (c)(2) is given as provided in subsection (c).
(c) Unless fair and reasonable notice is otherwise specified in a corporation's bylaws, notice is fair and reasonable if the following occur:
(1) The corporation notifies the corporation's members of the place, date, and time of each annual, regular, and special meeting of members not less than ten (10) days, or, if notice is mailed by other than first class or registered mail, thirty (30) days to sixty (60) days, before the meeting date.
(2) Notice of an annual or a regular meeting includes a description of any matter or matters to be considered at the meeting that must be approved by the members under IC 23-17-13-2.5, IC 23-17-16-13, IC 23-17-17-5, IC 23-17-19-4, IC 23-17-20-2, or IC 23-17-22-2.
(3) Notice of a special meeting includes a description of the purpose for which the meeting is called.
(4) A corporation provides notice by:
(A) communicating in person;
(B) mail or other method of delivery; or
(C) other electronic means capable of verification.
(5) For a corporation, other than a veteran's organization, having more than one thousand (1,000) members, notice of the place, date, and time of an annual, a regular, or a special meeting, and in the case of a special meeting, the purpose of the special meeting, may be given by one (1) publication in a newspaper of general circulation, printed in English, in the county in which the corporation has the corporation's principal office if the publication is made not less than ten (10) days and not more than thirty (30) days before the meeting date.
(d) Unless the bylaws require otherwise, if an annual, a regular, or a special meeting of members is adjourned to a different date, time, or place, notice is not required to be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are members as of the new record date.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-6. Waiver of Notice

Sec. 6. (a) A member may waive a notice required by this article, articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver by the member entitled to the notice must be as follows:
(1) In writing.
(2) Signed by the member entitled to the notice.
(3) Delivered to the corporation for inclusion in the minutes or filing with the corporation's records.
(b) A member's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when the matter is presented.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-7. Record Date

Sec. 7. (a) Bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as a record date. If a record date is not fixed, the record date is determined as follows:
(1) If members are entitled to notice of a members' meeting, the record date is the business day preceding the date on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held.
(2) If members are entitled to vote at a members' meeting, the record date is the date of the meeting.
(3) If members are entitled to exercise any rights in respect of any other lawful action, the record date is the day on which the board of directors adopts the resolution relating the action or the sixtieth day before the date of other action, whichever is later.
(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board of directors fixes a new date for determining the right to notice or the right to vote. A board of directors must fix the new date if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.
(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, the court may:
(1) provide that the original record date for notice or voting continues in effect; or
(2) fix a new record date for notice or voting.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 10. Meetings and Action Without Meetings › 23-17-10-8. Action Taken Without Meeting; Delivery of Written Ballots to Members Entitled to Vote on Matter

Sec. 8. (a) Unless prohibited or limited by articles of incorporation or bylaws, an action that may be taken at an annual, a regular, or a special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(b) A written ballot must do the following:
(1) Set forth each proposed action.
(2) Provide an opportunity to vote for or against each proposed action.
(c) Approval by written ballot under this section is valid only when the following occur:
(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
(2) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) A solicitation for votes by written ballot must do the following:
(1) Indicate the number of responses needed to meet the quorum requirements.
(2) State the percentage of approvals necessary to approve each matter other than the election of directors.
(3) Specify the time by which a ballot must be received by the corporation to be counted.
(e) Except as otherwise provided in articles of incorporation or bylaws, a written ballot may not be revoked.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-2. Refusal to Provide Names or Identifying Information Relating to Contributors

Sec. 2. Notwithstanding the requirements of this article, a corporation may refuse to provide names or identifying information relating to contributors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-3. Member Entitled to One Vote; Membership Standing of Record in Names of Two or More Persons

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, a member is entitled to one (1) vote on each matter voted on by the members.
(b) Unless articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of at least two (2) persons, the acts of the persons with respect to voting have the following effect:
(1) If one (1) person votes, the vote binds all persons.
(2) If more than one (1) person votes, the vote shall be divided on a pro rata basis.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-4. Quorum; Increasing or Decreasing Quorum; Vote on Matter Not Described in Notice for Regular or Annual Meeting; Votes Considered Present for Quorum Purposes

Sec. 4. (a) Unless this article, articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter constitutes a quorum for action on that matter.
(b) An amendment of articles of incorporation or bylaws to decrease the quorum for a member action may be approved by either of the following:
(1) The members.
(2) Unless prohibited by articles of incorporation or bylaws, the board of directors.
(c) An amendment of articles of incorporation or bylaws to increase the quorum required for a member action must be approved by the members.
(d) Unless at least one-third (1/3) of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or a regular meeting of members are those matters that are described in the meeting notice.
(e) After a vote is represented for any purpose at a meeting, the vote is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-5. Voting; Approval of Actions

Sec. 5. (a) If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action unless this article, articles of incorporation, or bylaws require a greater number of affirmative votes.
(b) An amendment to articles of incorporation or bylaws to increase, decrease, or otherwise change the vote required for a member action must be approved by the members.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-6. Vote by Proxy

Sec. 6. (a) A member may vote the member's membership in person or by proxy.
(b) Unless articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form:
(1) personally; or
(2) by an attorney-in-fact.
(c) 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 a shorter or longer period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the member.
(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity 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.
(f) Subject to section 8 of this chapter and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the member making the appointment.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-7. Election of Directors; Cumulative Voting

Sec. 7. (a) Unless otherwise provided in articles of incorporation or bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(b) Members may not cumulate votes for directors unless articles of incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylaws that states all or a designated class of members is "entitled to cumulate their votes for directors" (or similar words) means that the members designated may do the following:
(1) Multiply the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote.
(2) Cast the product for a single candidate or distribute the product among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meeting unless either of the following occur:
(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votes gives notice at least forty-eight (48) hours before the time set for the meeting of the member's intent to cumulate the members' votes during the meeting, and if one (1) member gives this notice, all other members of the same class participating in the election are entitled to cumulate the members' votes without giving further notice.
(e) A director elected by cumulative voting may be removed by the members without cause if the requirements of IC 23-17-12-8 are met unless the following occur:
(1) The votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of the director's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors and members are identical.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-8. Election of Directors; Organizational Unit, Geographic Unit, Preferential Voting, or Other Reasonable Method

Sec. 8. A corporation may provide in the corporation's articles of incorporation or bylaws for election of directors by members or delegates:
(1) on the basis of a chapter or other organizational unit;
(2) by region or other geographic unit;
(3) by preferential voting; or
(4) by any other reasonable method.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 11. Voting › 23-17-11-9. Acceptance or Rejection of Votes; Liability; Validity of Corporate Action

Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member if the following conditions exist:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.
(3) At least two (2) persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the following conditions exist:
(A) The name signed purports to be that of an administrator, an executor, a guardian, or a conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
(c) The corporation may reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about any of the following:
(1) The validity of the signature on the vote, consent, waiver, or proxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e) A corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-1. Necessity of Having Board of Directors; Exercise of Corporate Powers; Management of Corporate Business; Delegation of Powers

Sec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the authority of; and
(2) the business and affairs of the corporation managed under the direction of;
the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized:
(1) the person or group of persons has the duties and responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and responsibilities; and
(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-3. Number of Directors; Increase or Decrease in Number

Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased, but to not less than three (3), by an amendment to or in a manner prescribed in articles of incorporation or bylaws.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-4. Time and Method of Election

Sec. 4. (a) If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members and at each annual meeting after the first annual meeting, unless articles of incorporation or bylaws provide:
(1) another time or method of election; or
(2) that some of the directors are designated or appointed by another person.
(b) If a corporation does not have members, all the directors except the initial directors shall be elected, designated, or appointed as provided in articles of incorporation or bylaws. If a method of election, designation, or appointment is not set forth in articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board of directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-5. Term

Sec. 5. (a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms.
(b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until:
(1) a successor is elected, designated, or appointed and qualifies; or
(2) there is a decrease in the number of directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-6. Staggered Terms

Sec. 6. Articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of groups is not required to be uniform.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-7. Resignation

Sec. 7. (a) A director may resign at any time by delivering written notice to one (1) of the following:
(1) The board of directors.
(2) The presiding officer of the board of directors.
(3) The president or secretary of the corporation.
(b) A resignation is effective when the notice is effective under IC 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the 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.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-8. Removal of Director by Vote of Members

Sec. 8. (a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.
(b) Except when otherwise provided in the articles of incorporation, if a director is elected by:
(1) a class, chapter, or other organizational unit; or
(2) region or other geographic grouping;
the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if:
(1) the number of votes; or
(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the class, chapter, unit, or grouping;
sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.
(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of the director's election.
(g) An entire board of directors may be removed under subsections (a) through (e).
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-9. Removal of Director by Vote of Directors

Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in articles of incorporation or bylaws.
However, a director elected by the board of directors to fill the vacancy of a director elected by the members may be removed without cause by the members but not by the board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.118.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-10. Removal of Director by Vote of Directors; Reasons Set Forth in Articles of Incorporation or in Bylaws

Sec. 10. If at the beginning of a director's term on the board of directors articles of incorporation or bylaws provide that the director may be removed for reasons set forth in the articles of incorporation or bylaws, the board of directors may remove the director for the reasons. The director may be removed only if a majority of the directors then in office votes for the removal.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-11. Religious Corporations; Removal of Directors

Sec. 11. The articles of incorporation or bylaws of a religious corporation may do the following:
(1) Limit the application of this section.
(2) Set forth the vote and procedures by which the board of directors or a person may remove with or without cause a director elected by the members or the board of directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-12. Removal of Designated or Appointed Directors

Sec. 12. (a) A designated director may be removed by an amendment to articles of incorporation or bylaws deleting or changing the designation.
(b) Except as provided in articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director must do so by giving written notice of the removal to the following:
(1) The director.
(2) The presiding officer of the board of directors or the corporation's president or secretary.
A removal is effective when the notice is effective under this article unless the notice specifies a future effective date.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-13. Removal by Court Order

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:
(1) The court finds that:
(A) the director engaged in:
(i) fraudulent or dishonest conduct; or
(ii) gross abuse of authority or discretion;
with respect to the corporation; or
(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.
(2) Removal is in the best interests of the corporation.
(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 12. Directors › 23-17-12-14. Filling Vacancies

Sec. 14. (a) Unless the articles of incorporation or bylaws provide otherwise and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, one (1) of the following may occur:
(1) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, other organizational unit, or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.
(b) Unless articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the vacancy must be filled as provided in articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw, the vacancy may not be filled by the board of directors.
(d) A vacancy that will occur at a specific later date because of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 13. Standards of Conduct for Directors › 23-17-13-1. Duties; Reliance on Statements of and Information Given by Others; Conditions for Liability; Director Not Trustee

Sec. 1. (a) A director shall, based on facts then known to the director, discharge duties as a director, including the director's duties as a member of a committee, as follows:
(1) In good faith.
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(3) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging the director's duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one (1) of the following:
(1) An officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(2) Legal counsel, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence.
(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(c) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A director is not liable for an action taken as a director, or failure to take an action, unless the:
(1) director has breached or failed to perform the duties of the director's office in compliance with this section; and
(2) breach or failure to perform constitutes willful misconduct or recklessness.
(e) A director is not considered to be a trustee with respect to a corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.5.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.