reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-7. Classes or Series of Shares Without Certificates; Furnishing Shareholder Information

Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation.
(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 6(b) and 6(c) of this chapter, and, if applicable, section 8 of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-8. Shares Subject to Registration or Transfer Restrictions; Previously Issued Shares; Enforcement of Restrictions Against Holder or Transferee

Sec. 8. (a) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(b) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and the restriction's existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7(b) of this chapter. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(d) A restriction on the transfer or registration of transfer of shares is authorized:
(1) to preserve exemptions under federal or state securities law; or
(2) for any other reasonable purpose.
(e) A restriction on the transfer or registration of transfer of shares may do any of the following:
(1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively, or simultaneously an opportunity to acquire the restricted shares.
(2) Obligate the corporation or other persons separately, consecutively, or simultaneously to acquire the restricted shares.
(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 2. Issuance of Shares › 28-13-2-9. Expenses Payable From Consideration Received for Shares

Sec. 9. A corporation may pay the expenses of:
(1) selling or underwriting the corporation's shares; and
(2) organizing or reorganizing the corporation;
from the consideration received for shares.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares › 28-13-3-1. Unissued Shares; Acquisition Rights Subject to Articles of Incorporation

Sec. 1. The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares › 28-13-3-2. Security Convertible Into or Carrying Right to Subscribe for or Acquire Shares; Election to Have Preemptive Rights; Applicable Principles

Sec. 2. (a) For purposes of sections 1 and 2 of this chapter, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or similar words) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue the shares.
(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though the waiver is not supported by consideration.
(3) There is no preemptive right with respect to any of the following:
(A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, the corporation's subsidiaries, or the corporation's affiliates.
(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, the corporation's subsidiaries, or the corporation's affiliates.
(C) Shares authorized in the articles of incorporation that are issued within six (6) months from the effective date of incorporation.
(D) Shares sold otherwise than for money or promissory notes.
(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of the class.
(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares › 28-13-3-3. Acquisition of Own Shares by Corporation; Reduction of Authorized Shares; Contents of Articles; Treasury Shares; Unlawful Reduction of Shares Producing Insolvency

Sec. 3. (a) A corporation may acquire its own shares pursuant to an adopted resolution that is submitted to and approved by the director prior to such acquisition of shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.
(b) If the board resolution or articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c) Articles of amendment for purposes of subsections (b) and (f):
(1) may be adopted by the board of directors without shareholder action;
(2) shall be delivered to the director of the department for approval or disapproval; and
(3) if approved by the director of the department, shall be delivered to the secretary of state for filing by the director of the department.
(d) The articles filed with the secretary of state must state the following:
(1) The name of the corporation.
(2) The reduction in the number of authorized shares, itemized by class and series.
(3) The action resulting in the reduction and a copy of the board resolution authorizing the action.
(4) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(e) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares.
(f) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, as provided in subsection (c), treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares. Such shares may be canceled by the adoption of a board resolution stating that the shares are to be canceled. The resolution shall be submitted to and approved by the director.
(g) A reduction of the issued and outstanding shares of capital stock of a corporation that renders the corporation insolvent is not lawful.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-1. Power of Board of Directors to Make Distributions

Sec. 1. A board of directors may authorize and the corporation may make distributions to the corporation's shareholders subject to restriction by the articles of incorporation and the limitations in section 3 of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-2. Share Dividend or Distribution Dates of Record, Declaration, and Payment

Sec. 2. The board of directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution to the shareholders of the corporation. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a repurchase or reacquisition of shares, the record date is the date the board of directors authorizes the distribution.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-3. Dividends; Approval of Department Required; Retained Net Income; Exemption From Approval Requirements

Sec. 3. (a) A corporation may declare a dividend of so much of the undivided profits of the corporation as is considered expedient by the board of directors.
(b) A corporation must obtain the approval of the department for the payment of a dividend if the total of all dividends declared by the corporation during the calendar year, including the proposed dividend, would exceed the sum of the net income for the year to date combined with its retained net income for the previous two (2) years.
(c) As used in subsection (b), "retained net income" means the net income of a specified period, calculated under the consolidated report of income instructions, less the total amount of all dividends declared for the specified period.
(d) The department may establish criteria for a corporation to be exempt from the dividend approval requirements of this section. In establishing the criteria, the department shall consider:
(1) the corporation's composite uniform financial institutions rating assigned as a result of the corporation's most recent federal or state examination, or in the case of a corporate fiduciary, the corporate fiduciary rating assigned as a result of the corporate fiduciary's most recent state examination;
(2) the resulting Tier 1 leverage capital ratio; and
(3) the existence of any corrective or supervisory order or agreement.
As added by P.L.14-1992, SEC.163. Amended by P.L.122-1994, SEC.119; P.L.262-1995, SEC.84; P.L.176-1996, SEC.28; P.L.11-1998, SEC.22; P.L.90-2008, SEC.77.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-4. Withdrawal of Capital Stock Prohibited

Sec. 4. A corporation may not, during the time it continues in business as such, withdraw or authorize or permit to be withdrawn any portion of the capital stock in the form of dividends or otherwise.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.85; P.L.258-2003, SEC.25.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-5. Impairment of Capital Prohibited; Maximum Dividend

Sec. 5. (a) A corporation may not declare or pay any dividends to its shareholders in any form if, by the payment of the dividends, its capital stock will be thereby impaired.
(b) Unless approved by the director, a corporation may not pay a dividend in an amount greater than the remainder of undivided profits then on hand after deducting losses, bad debts, or depreciation that the department may have determined, and all other expenses.
(c) A corporation must obtain department approval before reducing the corporation's capital stock, capital surplus, or preferred stock.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.86; P.L.258-2003, SEC.26; P.L.73-2016, SEC.29.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-6. Repealed

As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.87; P.L.258-2003, SEC.27. Repealed by P.L.137-2014, SEC.40.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-7. Protective Order for Increase of Capital and Surplus or Reduction of Deposits; Time Period for Compliance; Increase in Capital by Corporate Fiduciary

Sec. 7. (a) The department may, if the department considers it necessary for the protection of the depositors, require any bank or trust company, savings bank, or savings association to increase the capital and surplus or to reduce the amount of the deposits of the bank or trust company, savings bank, or savings association. The department shall, in arriving at a decision whether to order a bank or trust company, savings bank, or savings association to increase the capital and surplus or reduce the amount of the deposits for the protection of the depositors of the bank or trust company, savings bank, or savings association, take into consideration the following:
(1) Quality of management.
(2) Liquidity of assets.
(3) History of earnings and the retention of earnings.
(4) Quality and character of ownership.
(5) Burden of occupancy expenses.
(6) Potential volatility of deposit structure.
(7) Quality of operating procedures.
(8) Capacity to meet present and future needs of the area served, considering its competition.
(b) If the department determines that an increase in the capital and surplus or decrease in the deposits is necessary, the department shall enter an order fixing the amount of the increase or decrease. The order shall be complied with within the time period fixed by the order.
(c) The department may require a corporate fiduciary to increase its capital. In deciding whether to order a corporate fiduciary to increase its capital, the department shall take into consideration the following:
(1) Quality of management.
(2) Liquidity of assets.
(3) History of earnings and the retention of earnings.
(4) Quality and character of ownership.
(5) Burden of occupancy expenses.
(6) Quality of operating procedures.
(7) Ability to administer fiduciary accounts in a prudent manner consistent with applicable laws or regulations.
(d) If the department determines that an increase in capital under subsection (c) is necessary, the department shall enter an order fixing the amount of the increase. The order must be complied with within the period fixed by the order.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.88; P.L.258-2003, SEC.28; P.L.213-2007, SEC.103; P.L.217-2007, SEC.101.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 4. Dividends and Other Distributions › 28-13-4-9. Parity of Shareholder Distribution With Corporate Indebtedness to Unsecured Creditors

Sec. 9. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is on a parity with the corporation's indebtedness to the corporation's general, unsecured creditors except to the extent subordinated by agreement.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-1. Annual Meeting Requisites

Sec. 1. (a) A corporation must hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b) Annual meetings of shareholders shall be held at the principal office of the corporation, or in the city, town, or county in which the principal office is located at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any action taken by the corporation.
(d) If the articles of incorporation or bylaws so provide, any or all shareholders may participate in an annual shareholders' meeting by, or through the use of, any means of communication by which all shareholders participating may simultaneously communicate with each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-2. Special Meeting; Corporations With More Than 50 Shareholders

Sec. 2. (a) A corporation with more than fifty (50) shareholders must hold a special meeting of shareholders on call of the corporation's board of directors or the person or persons, including shareholders or officers, specifically authorized to do so by the articles of incorporation or bylaws.
(b) If the articles of incorporation require the holding of a special meeting on the demand of the corporation's shareholders, but do not specify the percentage of votes entitled to be cast on an issue necessary to demand a special meeting, the board of directors may establish the percentage in the corporation's bylaws. Absent adoption of a bylaw provision, the demand for a special meeting must be made by the holders of all of the votes entitled to be cast on an issue.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-3. Special Meeting; Corporations of 50 or Fewer Shareholders

Sec. 3. A corporation with not more than fifty (50) shareholders must hold a special meeting of shareholders as follows:
(1) On call of the corporation's board of directors or the person or persons, including shareholders or officers, specifically authorized to do so by the articles of incorporation or bylaws.
(2) If the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which the meeting is to be held.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-4. Special Meeting Requisites and Procedure

Sec. 4. (a) Special meetings of shareholders shall be held at the principal office of the corporation, or in the city, town, or county in which the principal office is located at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(b) Only business within the purpose or purposes described in the meeting notice required by section 7 of this chapter may be conducted at a special shareholders' meeting.
(c) If the articles of incorporation or bylaws so provide, any or all shareholders may participate in a special meeting of shareholders by, or through the use of, any means of communication by which all shareholders participating may simultaneously communicate with each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-5. Court Ordered Meeting; Requisites and Procedure

Sec. 5. (a) The circuit or superior court of the county where a corporation's principal office is located may order a meeting to be held and may fix the time and place of the meeting.
(b) A meeting ordered under this section shall be conducted in accordance with the corporation's articles of incorporation and bylaws:
(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2) on application of a shareholder who signed a demand for a special meeting valid under section 2 of this chapter 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-6. Action Taken Without Meeting; Consent of Voting Shareholders

Sec. 6. (a) Action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by at least one (1) written consent describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporation records.
(b) If not otherwise determined under section 11 of this chapter, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) Action taken under this section is effective when the last shareholder signs the consent, unless the consent specifies a different prior or subsequent effective date.
(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-7. Action With Unanimous Consent of Voting Shareholders; Notice to Nonvoting Shareholders

Sec. 7. If this article requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that under this article would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-8. Notice of Annual and Special Shareholders' Meeting; Prerequisites

Sec. 8. (a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting not less than ten (10) or more than sixty (60) days before the meeting date. Unless this article or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this article or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 11 of this chapter, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.
(e) This subsection applies only to a corporation that is a building and loan association or a mutual savings bank. Notice of the annual or a special meeting of the shareholders may be given by publication of the notice. Notice under this subsection must satisfy all of the following:
(1) The notice must be published one (1) time at least ten (10) days before the date of the meeting.
(2) The notice must be published in one (1) of the following:
(A) A newspaper of general circulation in the city or town in which the principal office of the corporation is located.
(B) If publication cannot be made under clause (A), publication in a newspaper of general circulation in the county in which the principal office of the corporation is located.
(C) If publication cannot be made under clause (A) or (B), publication in a newspaper published closest to the location of the principal office of the corporation.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993, SEC.93.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-9. Adjournment of Annual or Special Shareholders' Meeting; Notice

Sec. 9. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not 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 11 of this chapter, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-10. Waiver by Shareholder Entitled to Notice of Meeting; Effect of Attendance at Meeting

Sec. 10. (a) A shareholder may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver by the shareholder entitled to the notice must be in writing and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 5. Meetings of Shareholders › 28-13-5-11. Record Date; Fixing for Shareholder Meeting or Action; Adjournment by Order of Court

Sec. 11. (a) The bylaws may fix or provide the manner of fixing the record date for at least one (1) voting group to determine the shareholders entitled to notice of a shareholders' 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 of the corporation may fix a future date as the record date.
(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 shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date. The board of directors must fix a new record date if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for 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 continues in effect; or
(2) fix a new record date.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-1. Shareholders' List; Requisites and Necessity; Inspection and Copying

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all the corporation's shareholders who are entitled to notice of a shareholders' meeting. The list must:
(1) be arranged by voting group;
(2) be arranged by class or series of shares within each voting group; and
(3) show the address of and number of shares held by each shareholder.
(b) The shareholders' list must be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection if the following requirements are met:
(1) The shareholder's demand is made in good faith and for a proper purpose.
(2) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect.
(3) The records are directly connected with the shareholder's purpose.
(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney authorized in writing, to inspect or copy the shareholders' list during the period specified in subsection (b), the circuit or superior court of the county where a corporation's principal office is located, on application of the shareholder, may order the inspection or copying.
(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
(f) The use and distribution of any information acquired from inspection or copying the shareholders' list under the rights granted by this section are restricted solely to the proper purpose described with particularity under subsection (b).
(g) In addition to the inspection rights described in this section, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, the record of shareholders, if the shareholder:
(1) meets the requirements of subsection (b); and
(2) gives the corporation written notice of the shareholder's demand at least five (5) business days before the date the shareholder wishes to inspect and copy the record.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-2. Voting of Shares

Sec. 2. (a) Except as provided in subsections (b), (c), (d), and (e) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote if the shares are owned, directly or indirectly, by a second corporation, domestic or foreign, and the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by the corporation in or for an employee benefit plan or in any other fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a corporation, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
(e) A mutual savings association or mutual savings bank may establish the rights of its voting parties in its articles of incorporation or articles of conversion.
(f) A member or a shareholder of a mutual savings bank or a mutual savings association that has not established the rights of its voting parties under subsection (e) is entitled at a members' or shareholders' meeting to cast one (1) vote for each one hundred dollars ($100) or fraction of one hundred dollars ($100) of the total amount paid on all deposits in the member's name or all shares standing in the shareholder's name on the books of the mutual savings bank or mutual savings association. Each borrowing member is entitled to cast one (1) vote as a borrower. A person may not, except as proxy, cast more than fifty (50) votes at an election held by the mutual savings bank or mutual savings association.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993, SEC.94; P.L.176-1996, SEC.29; P.L.192-1997, SEC.27; P.L.79-1998, SEC.90; P.L.215-1999, SEC.9.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-3. Proxy Voting

Sec. 3. (a) A shareholder may vote the shareholder's shares in person or by proxy.
(b) A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder's 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 shareholder unless the appointment form conspicuously states that the appointment form is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of the following:
(1) A pledgee.
(2) A person who purchased or agreed to purchase the shares.
(3) A creditor of the corporation who extended the corporation credit under terms requiring the appointment.
(4) An employee of the corporation whose employment contract requires the appointment.
(5) A party to a voting agreement created under IC 28-13-7-2.
(e) The death or incapacity of the shareholder 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) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.
(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if:
(1) the transferee did not know of the appointment's existence when the transferee acquired the shares; and
(2) the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h) Subject to section 5 of this chapter and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-4. Beneficial Owner of Shares; Recognition Procedure; Disclosure Procedure; Sanctions to Ensure Compliance

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure.
(b) A corporation may establish a disclosure procedure by which the names of beneficial owners of the corporation's shares shall, to the extent not prohibited by law, be disclosed to the corporation. A corporation may not establish a procedure requiring disclosure of the names of the beneficial owners of a private trust created in good faith and not for the purpose of circumventing a disclosure procedure adopted pursuant to this section. The corporation may adopt reasonable sanctions to ensure compliance with its disclosure procedure, including:
(1) prohibiting the voting of;
(2) providing for mandatory or optional reacquisition of; or
(3) the withholding or payment into escrow of dividends with respect to;
shares as to which the beneficial owner's name is not disclosed as required by the disclosure procedure.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-5. Acceptance or Rejection of Vote, Consent, Waiver, or Proxy Appointment; Validity of Signature

Sec. 5. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the corporation's shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following are met:
(1) The shareholder 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 administrator, executor, guardian, or conservator representing the shareholder 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.
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder 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.
(4) The name signed purports to be that of a pledgee, a beneficial owner, or an attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment.
(5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to 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 the validity of the signature on the vote, consent, waiver, or proxy appointment or about the signatory's authority to sign for the shareholder.
(d) The corporation and the 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 shareholder for the consequences of the acceptance or rejection.
(e) 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-6. Separate Voting Group; Action on Matter at Meeting by Less Than Group Majority Vote; Quorum Required for Approval; Law Governing Election of Directors

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article require a greater number, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, the share 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.
(c) If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this article require a greater number of affirmative votes.
(d) The election of directors is governed by section 9 of this chapter.
(e) Any number of members represented either in person or by proxy constitutes a quorum of members at a regular or special members meeting of a mutual savings bank or a mutual savings association.
As added by P.L.14-1992, SEC.163. Amended by P.L.122-1994, SEC.120; P.L.79-1998, SEC.91.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-7. Quorum for Voting Requirement for Shareholders Comprising Voting Groups

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter.
(b) If the articles of incorporation or this article provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 6 of this chapter. A matter may be voted on by one (1) voting group even though no vote is taken by another voting group entitled to vote on the matter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-8. Greater Quorum or Voting Requirements; Shareholders or Voting Groups; Provision by Articles

Sec. 8. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by this article.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 6. Voting by Shareholders › 28-13-6-9. Directors; Election by Plurality of Votes

Sec. 9. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 7. Voting Trusts and Agreements › 28-13-7-1. Creation of Voting Trust; Requisites

Sec. 1. At least one (1) shareholder may create a voting trust, conferring on a trustee the right to vote or otherwise act for the shareholders by signing an agreement setting out the provisions of the trust that:
(1) may include anything consistent with the trust's purpose; and
(2) transfer the shareholders' shares to the trustee.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.211.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 7. Voting Trusts and Agreements › 28-13-7-2. Duties of Voting Trustee; Agreement and List

Sec. 2. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 7. Voting Trusts and Agreements › 28-13-7-3. Effective Date; Irrevocability; Rights Coupled With Interest in Shares

Sec. 3. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after the effective date of the trust unless the voting or consenting rights granted by the trust are coupled with an interest in the shares to which the rights relate. However, if the agreement so provides, the irrevocable rights may from time to time be extended for additional periods of not more than ten (10) years each as to shares deposited under the agreement whose beneficial owners assent in writing to the extension. The rights are considered to be coupled with an interest in the shares if reserved or given for any of the following:
(1) In connection with an option, authority, or contract to buy or sell the shares or part of the shares.
(2) In connection with the pledge of the shares or part of the shares to secure the performance or nonperformance of any act.
(3) In connection with the performance or nonperformance of any act, or an agreement therefor, by the corporation issuing the shares.
(4) In connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 7. Voting Trusts and Agreements › 28-13-7-4. Irrevocable Trust Extension; Duties of Voting Trustee

Sec. 4. If an irrevocable voting trust is extended in accordance with section 3 of this chapter, the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
As added by P.L.14-1992, SEC.163.