reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 25. Shares Generally › 23-1-25-2. Series of Shares; Filing Articles With Secretary of State

Sec. 2. (a) If the articles of incorporation so provide, the board of directors may create one (1) or more series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights (within the limits set forth in section 1 of this chapter) of:
(1) any class of shares before the issuance of any shares of that class; or
(2) one (1) or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d) Before issuing any shares of a class or series the preferences, limitations, and relative voting and other rights of which are determined under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:
(1) the name of the corporation;
(2) the text of the amendment determining the terms of the class or series of shares;
(3) the date it was adopted; and
(4) a statement that the amendment was duly adopted by the board of directors.
As added by P.L.149-1986, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 25. Shares Generally › 23-1-25-3. Issuance of Shares; Number; Outstanding Shares

Sec. 3. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to IC 23-1-28.
(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
As added by P.L.149-1986, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 25. Shares Generally › 23-1-25-4. Fractional Shares; Scrip

Sec. 4. (a) A corporation may do any one (1) or more of the following:
(1) Issue fractions of a share or pay in money the value of fractions of a share.
(2) Arrange for disposition of fractional shares by the shareholders.
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by IC 23-1-26-6(b).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1) that the scrip will become void if not exchanged for full shares before a specified date; and
(2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
As added by P.L.149-1986, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-1. Subscription Agreements

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 2 of this chapter.
As added by P.L.149-1986, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-2. Consideration

Sec. 2. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(c) The corporation may issue shares for such consideration received or to be received as the board of directors determines to be adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e) The corporation may (but is not required to) place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may (but is not required to) credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.
As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-3. Shareholder Liability

Sec. 3. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).
(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.
As added by P.L.149-1986, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-4. Share Dividends and Share Splits

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.
(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1) the articles of incorporation so authorize;
(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3) there are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
As added by P.L.149-1986, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-5. Rights, Options, or Warrants

Sec. 5. (a) A corporation, acting through its board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration, and may (but need not) be issued pro rata.
(b) The terms and conditions of the rights, options, or warrants, including the rights, options, or warrants outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:
(1) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by:
(A) a person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation; or
(B) a transferee of the person described in clause (A); or
(2) invalidate or void the rights, options, or warrants held by the person described in subdivision (1)(A) or a transferee described in subdivision (1)(B).
As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-6. Certificates; Contents; Signatures

Sec. 6. (a) Shares may but need not be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not their shares are represented by certificates.
(b) At a minimum each share certificate must state on its face:
(1) the name of the issuing corporation and that it is organized under the law of this state;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate:
(1) must be signed (either manually or in facsimile) by at least two (2) officers (or the sole officer, if the corporation has only one (1) officer) designated in the bylaws or by the board of directors; and
(2) may bear the corporate seal or its facsimile.
(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
As added by P.L.149-1986, SEC.10. Amended by P.L.107-1987, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-7. Issuance of Shares Without Certificates

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 of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they 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 sections 6(b) and 6(c) of this chapter, and, if applicable, section 8 of this chapter.
As added by P.L.149-1986, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-8. Restrictions on Transfer or Registration of Transfer of Shares

Sec. 8. (a) 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.
(b) 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 its 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 or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law; or
(3) for any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may, among other things:
(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; or
(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 26. Issuance of Shares › 23-1-26-9. Expenses Payable From Consideration Received for Shares

Sec. 9. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
As added by P.L.149-1986, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation › 23-1-27-1. Preemptive Rights

Sec. 1. (a) 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.
(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) 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 them.
(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3) There is no preemptive right with respect to:
(A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;
(B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;
(C) shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or
(D) shares sold otherwise than for money.
(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 any 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 a period of 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.
(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
As added by P.L.149-1986, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation › 23-1-27-2. Corporation Acquiring Its Own Shares

Sec. 2. (a) A corporation may acquire its own 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 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 subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by class and series; and
(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).
(e) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.
As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-1. Distributions

Sec. 1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in section 3 of this chapter.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-2. Record Date, Declaration Date, and Payment Date

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 a corporation's shareholders. 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), it is the date the board of directors authorizes the distribution.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-3. Prohibited Distributions

Sec. 3. A distribution may not be made if, after giving it effect:
(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-4. Basis for Determination That Distribution Not Prohibited

Sec. 4. The board of directors may base a determination that a distribution is not prohibited under section 3 of this chapter either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-5. Measuring Effect of Distribution; Date

Sec. 5. The effect of a distribution under section 3 of this chapter is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:
(A) the date money or other property is transferred or debt incurred by the corporation; or
(B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;
(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3) in all other cases, as of:
(A) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or
(B) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 28. Distributions to Shareholders › 23-1-28-6. Indebtedness to Shareholder; Priority

Sec. 6. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
As added by P.L.149-1986, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 29. Meetings of Shareholders › 23-1-29-1. Annual Meetings; Remote Communication

Sec. 1. (a) Unless directors are elected by written consent instead of at an annual meeting as permitted by section 4 of this chapter, a corporation shall hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation's articles of incorporation authorize shareholders to cumulate the shareholder's votes when electing directors as provided under IC 23-1-30-9, directors may not be elected by less than unanimous consent.
(b) Annual shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws. The bylaws may provide that the meeting will not be held in any place but may, instead, be held solely by means of remote communication. If no place is stated in or fixed in accordance with the bylaws, the board of directors:
(1) except as provided in subdivision (2), shall determine in the board's sole discretion the location of the annual meeting; or
(2) may determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication.
(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 corporate action.
(d) 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, shareholders not physically present at an annual meeting of shareholders may:
(1) participate in the annual meeting of shareholders by means of remote communication; and
(2) if the conditions under subsection (e) are met, be considered present in person and vote at the annual meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.
(e) With respect to an annual meeting at which a shareholder may participate by remote communication, the corporation shall:
(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the annual meeting by means of remote communication is that shareholder or the shareholder's proxy;
(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and
(3) maintain a record of any votes cast or actions taken by a shareholder who participated in an annual meeting by remote communication.
As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.19; P.L.119-2015, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 29. Meetings of Shareholders › 23-1-29-3. Court-Ordered Meetings

Sec. 3. The circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located may order a meeting to be held and may fix the time and place of the meeting, which 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.149-1986, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 29. Meetings of Shareholders › 23-1-29-5. Notice of Meetings

Sec. 5. (a) A corporation shall, not less than ten (10) days and not more than sixty (60) days before the date of each annual or special shareholders' meeting, notify shareholders of all the following:
(1) The date, time, and place, if the meeting will be located at a place, of the annual or special shareholders' meeting.
(2) The means of remote communication, if any, by which shareholders may be considered present in person and vote at the meeting.
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 7 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) 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 any, if the:
(1) new date, time, or place; and
(2) means of remote communication, if any, by which shareholders may be considered to be present in person and vote at the adjourned meeting;
are 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 shareholders as of the new record date.
(f) A corporation may give notice of a shareholders' meeting under this section by mailing the notice, postage prepaid, through the United States Postal Service, using any class or form of mail, if:
(1) the shares to which the notice relates are of a class of securities that is registered under the Exchange Act (as defined in IC 23-1-43-9); and
(2) the notice and the related proxy or information statement required under the Exchange Act (as defined in IC 23-1-43-9) are available to the public, without cost or password, through the corporation's Internet web site not fewer than thirty (30) days before the shareholders' meeting.
As added by P.L.149-1986, SEC.13. Amended by P.L.178-2005, SEC.2; P.L.119-2015, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 29. Meetings of Shareholders › 23-1-29-6. Waiver of Notice

Sec. 6. (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 must be:
(1) in writing;
(2) signed by the shareholder entitled to the notice; and
(3) delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting or participation by remote communication in a meeting in accordance with this chapter:
(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.149-1986, SEC.13. Amended by P.L.133-2009, SEC.22; P.L.119-2015, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 29. Meetings of Shareholders › 23-1-29-7. Fixing of Record Date

Sec. 7. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order 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, which it must do 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, it may provide that the original record date continues in effect or it may fix a new record date.
As added by P.L.149-1986, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-1. Shareholders' List

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. This section may not be construed to require a corporation to include electronic mail addresses or other electronic contact information on the list.
(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. Subject to IC 23-1-52-2(c), 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.
(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. If the meeting is held solely by means of remote communication, the list must be open to examination by any shareholder at any time during the meeting on a reasonably accessible electronic network. Information required to access the list shall be provided with the notice of the meeting.
(d) If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney authorized in writing, to inspect the shareholders' list during the period specified in subsection (b) (or copy the list as permitted by subsection (b)), the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered 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 subject to IC 23-1-52-5.
As added by P.L.149-1986, SEC.14. Amended by P.L.119-2015, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-2. Shares Entitled to Vote

Sec. 2. (a) Except as provided in subsections (b) and (c) 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. Only shares are entitled to vote.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first 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 it 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 bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
As added by P.L.149-1986, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-4. Beneficial Owners of Shares; Recognition Procedure; Disclosure Procedure

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 its 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 without limitation:
(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.149-1986, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-5. Acceptance of Signature

Sec. 5. (a) If the name signed on or submitted with 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 or submitted with a vote, consent, waiver, or proxy appointment does not correspond to the name of its 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:
(1) the shareholder is an entity and the name purports to be that of an officer or agent of the entity;
(2) the name 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 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 purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the person's authority to act for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) two (2) or more persons are the shareholder as cotenants or fiduciaries and the name purports to be the name of at least one (1) of the coowners and the person acting appears to be acting on behalf of all the coowners.
(c) The inspectors or the persons making a determination of the validity of proxies shall specify the information upon which they rely in determining the validity of a proxy. 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:
(1) the validity of the signature on a writing or about the signatory's authority to sign for the shareholder; or
(2) the validity of an electronic submission or the submitter's authority to make the electronic transmission.
(d) The corporation and its 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.149-1986, SEC.14. Amended by P.L.9-1998, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-6. Voting Group; Quorum

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 provide otherwise, 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, it is deemed 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.
As added by P.L.149-1986, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-7. Voting Groups; Method of Taking Action

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.149-1986, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-8. Special Voting Requirements in Articles of Incorporation

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.149-1986, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 30. Voting by Shareholders › 23-1-30-9. Election of Directors; Cumulative Voting

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, 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.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) a shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate the shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
As added by P.L.149-1986, SEC.14.