reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 8. Assignment of Partnership Interests › 23-16-8-4. Right of Assignee to Become Limited Partner

Sec. 4. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner, if and to the extent that:
(1) the partnership agreement so provides; or
(2) all other partners consent in writing.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make contributions as provided in IC 23-16-6-2. However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the partnership agreement. Additionally, the assignee is not liable for any accrued liabilities of the assignor at the time of such assignment unless the assignee specifically assumes such liabilities.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liabilities to the limited partnership under IC 23-16-3-8, IC 23-16-6, and IC 23-16-7, unless such liabilities are specifically assumed by the assignee under subsection (b).
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 8. Assignment of Partnership Interests › 23-16-8-5. Power of Estate of Deceased or Incompetent Partner

Sec. 5. (a) If a partner who is an individual dies or a court adjudges the partner to be mentally incompetent, the partner's personal representative, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner.
(b) If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by the partner's legal representative or successor.
As added by P.L.147-1988, SEC.1. Amended by P.L.33-1989, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 9. Dissolution › 23-16-9-1. Nonjudicial Dissolution

Sec. 1. (a) A limited partnership is dissolved and its affairs shall be wound up upon the occurrence of the first of the following:
(1) At the time specified in the certificate of limited partnership.
(2) Upon the occurrence of events specified in the partnership agreement.
(3) Subject to a requirement in the partnership agreement requiring the approval by a greater or lesser percentage of limited partners and general partners, upon the written consent of all general partners and the affirmative vote of two-thirds (2/3) in interest of each class of limited partners.
(4) Except as provided in subsection (b), an event of withdrawal of a general partner, unless:
(A) at the time there is at least one (1) other general partner;
(B) the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner; and
(C) the remaining general partner carries on the business of the limited partnership.
(5) The entry of a decree of judicial dissolution under section 2 of this chapter.
(b) A limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal of a general partner if, within ninety (90) days after the withdrawal, all partners (or such lesser percentage as may be provided in the partnership agreement) agree in writing to continue the business of the limited partnership and agree in writing to the appointment of one (1) or more additional general partners if necessary or desired.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 9. Dissolution › 23-16-9-2. Judicial Dissolution

Sec. 2. On application by or for a partner, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. If the office referred to in IC 23-0.5-4 is not within Indiana, the application may be made to the circuit or superior court of the county in which the registered agent referred to in IC 23-0.5-4 is located.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.75.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 9. Dissolution › 23-16-9-3. Winding Up

Sec. 3. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs. However, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located, or if the office referred to in IC 23-0.5-4 is not within Indiana, the circuit or superior court of the county in which the business address of the registered agent referred to in IC 23-0.5-4 is located, may wind up the limited partnership's affairs upon application of any partner or of any partner's legal representative or assignee, and in connection with the winding up, may appoint a liquidating trustee.
(b) Upon the dissolution of a limited partnership, the persons winding up the affairs of a limited partnership may, in the name of the limited partnership and for and on behalf of the limited partnership, prosecute and defend civil, criminal, and administrative proceedings, settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.76.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 9. Dissolution › 23-16-9-4. Distribution of Assets

Sec. 4. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or by establishment of adequate reserves) other than liabilities for distributions to partners under IC 23-16-7-1 and IC 23-16-7-4.
(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under IC 23-16-7-1 and IC 23-16-7-4.
(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 11. Derivative Actions › 23-16-11-1. Right of Action

Sec. 1. A limited partner may bring an action in the right of a limited partnership to recover a judgment in favor of the limited partnership if:
(1) general partners with authority to bring such an action have refused to bring the action; or
(2) an effort to cause those general partners to bring the action is not likely to succeed.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 11. Derivative Actions › 23-16-11-2. Proper Plaintiff

Sec. 2. In a derivative action under this chapter, the plaintiff must be a partner at the time of bringing the action, and:
(1) the plaintiff must have been a partner at the time of the transaction of which the plaintiff complains in the action; or
(2) the status of the plaintiff as a partner must have devolved upon the plaintiff, by operation of law or under the terms of the partnership agreement, from a person who was a partner at the time of the transaction.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 11. Derivative Actions › 23-16-11-3. Pleading

Sec. 3. In a derivative action under this chapter, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort to secure initiation of the action by a general partner.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 11. Derivative Actions › 23-16-11-4. Expenses

Sec. 4. (a) If a derivative action under this chapter is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff.
(b) If the plaintiff is awarded damages in an action under this chapter, the court shall make the award of reasonable expenses payable out of the plaintiff's total award and direct the plaintiff to remit the balance of the total award to the limited partnership. However, if the damages awarded to the plaintiff are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that part or all of the plaintiff's award of reasonable expenses be paid by the limited partnership.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-1. Construction and Application of Article

Sec. 1. (a) This article shall be applied and construed to effectuate its general purpose.
(b) The rule that statutes in derogation of the common law are to be strictly construed does not apply to this article.
As added by P.L.147-1988, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-2. Applicability of Article to Domestic and Foreign Limited Partnerships After Effective Date and After Repeal of Antecedent Provisions

Sec. 2. (a) After July 1, 1988, this article applies to all domestic and foreign limited partnerships, except as provided in this section.
(b) IC 23-16-6-1, IC 23-16-6-2, and IC 23-16-7-8 apply only to contributions and distributions made after July 1, 1988.
(c) IC 23-16-8-4 applies only to assignments made after July 1, 1988.
(d) IC 23-16-10 (repealed January 1, 2018) does not apply before January 1, 1989.
(e) Unless agreed otherwise by all of the partners, the applicable provisions of IC 23-4-2 (repealed effective July 1, 1993) governing allocation of profits and losses (rather than the provisions of IC 23-16-6-3), distributions to a withdrawing partner (rather than the provisions of IC 23-16-7-4), and distribution of assets upon the winding up of a limited partnership (rather than the provisions of IC 23-16-9-4) govern limited partnerships formed before July 1, 1988.
(f) A limited partnership existing under IC 23-4-2 before July 1, 1988, is not required to file a certificate of limited partnership complying with IC 23-16-3 with the secretary of state, and is not subject to or governed by IC 23-16-3-2, until the earlier of the following:
(1) The voluntary filing by the limited partnership of a certificate of limited partnership with the secretary of state in the manner required by this article.
(2) July 1, 1993.
(g) Until July 1, 1993, a limited partnership existing under IC 23-4-2 before July 1, 1988, that does not file a certificate of limited partnership in accordance with subsection (f)(1) is governed by IC 23-4-2.
(h) If a limited partnership existing under IC 23-4-2 before July 1, 1988, does not file a certificate of limited partnership or a certificate of amendment with the secretary of state by July 1, 1993, and no event has occurred that, under this article, requires the filing of a certificate of amendment, then:
(1) the limited partnership continues to exist as a limited partnership under this article, and the failure to file a certificate with the secretary of state does not impair the validity of any contract or act of the limited partnership nor prevent the limited partnership from defending any action in any court in Indiana;
(2) a limited partner of the limited partnership is not liable as a general partner solely by reason of the failure to file a certificate with the secretary of state; and
(3) the limited partnership may not maintain an action in any court of Indiana until it has filed a certificate with the secretary of state in compliance with this article.
(i) All references to this article in the limited partnership agreement and other rules that govern the internal affairs of a limited partnership are considered references to IC 23-0.5 and IC 23-0.6 also.
As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.26; P.L.3-1990, SEC.83; P.L.118-2017, SEC.78.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-3. Rules for Cases Not Provided for in This Article

Sec. 3. In any case not provided for in this article, the provisions of IC 23-0.5 and IC 23-4-1 govern.
As added by P.L.147-1988, SEC.1. Amended by P.L.118-2017, SEC.79.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-4. Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.27; P.L.75-1990, SEC.14; P.L.277-2001, SEC.16; P.L.60-2007, SEC.4; P.L.106-2008, SEC.51; P.L.119-2015, SEC.47; P.L.213-2015, SEC.248; P.L.170-2016, SEC.11. Repealed by P.L.118-2017, SEC.80.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-5. Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.228-1995, SEC.18; P.L.11-1996, SEC.23; P.L.277-2001, SEC.17. Repealed by P.L.118-2017, SEC.81.
2023 Indiana Code › Title 23. Business and Other Associations › Article 16. Limited Partnerships › Chapter 12. Miscellaneous › 23-16-12-5.1. Repealed

As added by P.L.228-1995, SEC.19. Amended by P.L.63-2014, SEC.17; P.L.119-2015, SEC.48. Repealed by P.L.118-2017, SEC.82.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 1. Application › 23-17-1-0.2. Effect of Repeal of Ic 23-7-1.1; Effect of Reduction by p.l.179-1991 of Penalty or Punishment

Sec. 0.2. (a) Except as provided in subsection (b), the repeal of IC 23-7-1.1 by P.L.179-1991 does not affect the following:
(1) Any action taken:
(A) under:
(i) IC 23-7-1.1;
(ii) the Indiana general not-for-profit corporation act of 1935; or
(iii) any prior law under which domestic nonprofit entities were organized;
before the repeal of IC 23-7-1.1; or
(B) before the applicability of P.L.179-1991 to a nonprofit entity;
whichever is later, including the continuing validity of a domestic nonprofit entity's articles of incorporation, bylaws, or other organic documents, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors or governing body and name.
(2) A ratification, a right, a remedy, a privilege, an obligation, or a liability acquired, accrued, or incurred before the applicability of P.L.179-1991 to a nonprofit entity under:
(A) IC 23-7-1.1 (before its repeal);
(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or
(C) any prior law under which domestic nonprofit entities were organized.
(3) A:
(A) violation of:
(i) IC 23-7-1.1 (before its repeal);
(ii) the Indiana general not-for-profit corporation act of 1935; or
(iii) any prior law under which domestic nonprofit entities were organized; or
(B) penalty, forfeiture, or punishment incurred because of the violation before the applicability of P.L.179-1991 to a nonprofit entity.
(4) A proceeding, reorganization, or dissolution commenced before the applicability of P.L.179-1991 to a nonprofit entity under:
(A) IC 23-7-1.1 (before its repeal);
(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or
(C) any prior law under which domestic nonprofit entities were organized.
The proceeding, reorganization, or dissolution may be completed in accordance with IC 23-7-1.1 (before its repeal), the Indiana general not-for-profit corporation act of 1935, or any prior law under which nonprofit corporations were organized as if P.L.179-1991 had not been enacted.
(5) Any action as a result of a meeting of members or directors or action by written consent taken before the applicability of P.L.179-1991 to a nonprofit entity.
(b) If a penalty or punishment imposed for a violation of:
(1) IC 23-7-1.1 (before its repeal);
(2) the Indiana general not-for-profit corporation act of 1935; or
(3) any prior law under which domestic nonprofit entities were organized;
is reduced by P.L.179-1991, the penalty or punishment shall, if not already imposed, be imposed in accordance with P.L.179-1991.
As added by P.L.220-2011, SEC.383.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 1. Application › 23-17-1-1. Domestic Corporations; Application of Article

Sec. 1. (a) After July 31, 1993, this article applies to a domestic corporation in existence on July 31, 1993, that was incorporated under or subject to the following:
(1) IC 23-7-1.1 (repealed).
(2) The Indiana general not for profit corporation act of 1935.
(b) After July 31, 1991, an entity organized under Indiana law for a purpose for which a corporation may be organized under this article may accept the provisions of this article and avail the corporation of the rights, privileges, immunities, and franchises provided by this article by taking the following actions:
(1) The entity's board of directors or governing body must adopt a resolution electing to have this article apply to the entity.
(2) The resolution must specify a date after July 31, 1991, after which the provisions of this article will apply to the entity.
(3) The resolution must be filed with the secretary of state, with a statement providing the name and address of the entity's registered agent before the date specified under subdivision (2).
As added by P.L.179-1991, SEC.1. Amended by P.L.1-2010, SEC.93.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 1. Application › 23-17-1-2. Foreign Corporations; Application of Article

Sec. 2. After July 31, 1993, this article applies to a foreign corporation that desires to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1993, is subject to this article but is not required to obtain a new certificate of authority to transact business under this article.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 1. Application › 23-17-1-3. Official Comments; Publication; Construction and Application of Article

Sec. 3. Official comments may be published by the Indiana business law survey commission and, after publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in this article's construction and application.
As added by P.L.179-1991, SEC.1. Amended by P.L.130-2006, SEC.24.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 1. Application › 23-17-1-5. References

Sec. 5. All references to this article in the articles of incorporation, bylaws, and other rules that govern the internal affairs of a nonprofit corporation are considered references to IC 23-0.5 and IC 23-0.6 also.
As added by P.L.118-2017, SEC.85.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-2. "Approved by the Members"

Sec. 2. "Approved by the members" means the votes cast favoring an action exceed the votes cast opposing the action:
(1) at a duly held meeting at which a quorum is present; or
(2) by a written ballot or written consent in conformity with this article unless this article, articles of incorporation, or bylaws requires a greater number of affirmative votes.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-4. "Board of Directors"

Sec. 4. (a) "Board of directors" means the person or group of persons vested with overall management of the affairs of the domestic or foreign corporation.
(b) The term does not include a person or group of persons because of powers delegated to the person or group under IC 23-17-12-1.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-5. "Bylaws"

Sec. 5. "Bylaws" means a code of rules, other than articles of incorporation, adopted under this article for the regulation or management of the affairs of a domestic or foreign corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-7. "Corporation"

Sec. 7. (a) "Corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article.
(b) The term does not include a foreign corporation.
(c) For purposes of IC 23-17-24, the term does not include a homeowners association (as defined in IC 34-6-2-58).
As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-9. "Director"

Sec. 9. "Director" means an individual designated in articles of incorporation or bylaws, elected by the incorporators or otherwise elected or appointed, to act as a member of a board of directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-10. "Distribution"

Sec. 10. (a) "Distribution" means a direct or an indirect transfer of money or other property or incurrence or transfer of indebtedness by a corporation to or for the benefit of a person.
(b) The term includes a dividend and a purchase, redemption, or other acquisition of memberships.
(c) The term does not include payment of reasonable value for property received or services performed or payment of reasonable benefits in furtherance of the corporation's purposes.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-11. "Domestic Corporation"

Sec. 11. (a) "Domestic corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article.
(b) The term does not include a foreign corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-12. "Entity"

Sec. 12. "Entity" includes the following:
(1) A domestic corporation or a foreign corporation.
(2) A corporation incorporated under IC 23-1 or a foreign corporation admitted to do business under IC 23-1.
(3) A corporation incorporated under any other statute.
(4) A for-profit or nonprofit unincorporated association.
(5) A corporation sole.
(6) A business trust, an estate, a partnership, a trust, and at least two (2) persons having a joint or common economic interest.
(7) A state, the United States, or a foreign government.
(8) A limited liability company or a foreign limited liability company.
As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.331.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-16. "Mail"

Sec. 16. "Mail" means either of the following:
(1) First class, certified, or registered United States mail, postage prepaid.
(2) Private carrier service, fees prepaid or billed to the sender.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-17. "Member"

Sec. 17. (a) "Member" means a person who, on more than one (1) occasion, has the right to vote for the election of a director under a corporation's articles of incorporation or bylaws.
(b) A person is not a member because of any of the following:
(1) Any rights the person has as a delegate.
(2) Any rights the person has to designate a director.
(3) Any rights the person has as a director.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-19. "Mutual Benefit Corporation"

Sec. 19. "Mutual benefit corporation" means a domestic corporation that:
(1) is formed as a mutual benefit corporation under this title;
(2) is designated a mutual benefit corporation by another law; or
(3) is not a public benefit corporation or religious corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-21. "Principal Office"

Sec. 21. "Principal office" means the office, inside or outside of Indiana, designated in a biennial report filed under IC 23-0.5-2-13 where the principal offices of a domestic or foreign corporation are located.
As added by P.L.179-1991, SEC.1. Amended by P.L.119-2015, SEC.49; P.L.118-2017, SEC.86.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-23. "Public Benefit Corporation"

Sec. 23. "Public benefit corporation" means a domestic corporation that is the following:
(1) Either:
(A) formed as a public benefit corporation under this title;
(B) designated as a public benefit corporation by another law;
(C) recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986; or
(D) otherwise organized for a public or charitable purpose, including a veterans organization or a post, a unit, or an auxiliary of the veterans organization, that is chartered by a federal statute for patriotic, public, or charitable purposes and recognized as tax exempt under Section 501(c)(4) or Section 501(c)(19) of the Internal Revenue Code.
(2) Restricted so that on dissolution the corporation must distribute the corporation's assets to an organization organized for a public or charitable purpose, a religious corporation, the United States, a state, or a person that is recognized as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986.
(3) Not a religious corporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-25. "Religious Corporation"

Sec. 25. "Religious corporation" means a domestic corporation that is:
(1) formed as a religious corporation under this title;
(2) designated a religious corporation by another law; or
(3) organized primarily or exclusively for religious purposes.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-26. "Secretary"

Sec. 26. "Secretary" means the corporate officer to whom a board of directors has delegated responsibility under IC 23-17-14-1(b) for:
(1) custody of the minutes of the meetings of a board of directors and members; and
(2) authenticating the records;
of a corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-27. "Vote", "Voting", or "Casting a Vote"

Sec. 27. (a) "Vote" includes authorization by written ballot, and "voting" or "casting a vote" includes the giving of written consent.
(b) Even if a person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include:
(1) recording the fact of abstention or failing to vote for a candidate; or
(2) approving or disapproving of a matter.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 2. Definitions › 23-17-2-28. "Voting Power"

Sec. 28. (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made.
(b) The term does not include a vote that is contingent upon the happening of a condition or an event that has not occurred at the time. If a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-1. Incorporator Filing of Articles of Incorporation

Sec. 1. At least one (1) person may act as the incorporator of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing.
As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.43.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-2. Articles of Incorporation; Required Provisions

Sec. 2. Articles of incorporation must contain the following:
(1) A corporate name for the corporation that satisfies the requirements of IC 23-0.5-3.
(2) One (1) of the following statements:
(A) "This corporation is a public benefit corporation".
(B) "This corporation is a mutual benefit corporation".
(C) "This corporation is a religious corporation".
(3) The following information:
(A) Before January 1, 2018, the street address of the corporation's initial registered office in Indiana and the name of the corporation's initial registered agent at that office.
(B) After December 31, 2017, the name and street address of the corporation's initial registered agent.
(4) The name and address of each incorporator.
(5) Whether or not the corporation will have members.
(6) Provisions that are not inconsistent with any law regarding the distribution of assets on dissolution.
As added by P.L.179-1991, SEC.1. Amended by P.L.118-2017, SEC.87.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-3. Articles of Incorporation; Optional Provisions

Sec. 3. Articles of incorporation may contain the following:
(1) The purpose or purposes for which the corporation is organized, which may be either alone or in combination with other purposes.
(2) The names and addresses of the individuals who are to serve as the initial directors.
(3) Provisions not inconsistent with any law regarding the following:
(A) Management and regulation of the affairs of the corporation.
(B) Defining, limiting, and regulating the powers of the corporation, the corporation's board of directors, and members (or any class of members).
(C) The characteristics, qualifications, rights, limitations, and obligations attaching to a class of members.
(4) Any other provision that is required or allowed to be set forth in the bylaws.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-5. Filing of Articles; Commencement of Existence; Proof of Satisfaction of Conditions Precedent

Sec. 5. (a) Unless a delayed effective date is specified, a corporate existence begins when articles of incorporation are filed.
(b) The filing of articles of incorporation by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-6. Purporting to Act on Behalf of Nonexistent Corporation; Liability

Sec. 6. A person who purports to act as or on behalf of a corporation, knowing that no incorporation took place under this article, is jointly and severally liable for all liabilities created while so acting.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-7. Organizational Meetings

Sec. 7. (a) After incorporation:
(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by:
(A) appointing officers;
(B) adopting bylaws; and
(C) carrying on any other business brought before the meeting; and
(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(A) to elect directors and complete the organization of the corporation; or
(B) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this article to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by at least one (1) written consent that:
(1) describes the action taken; and
(2) is signed by each incorporator.
(c) An organizational meeting may be held in or out of Indiana.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-8. Bylaws; Contents

Sec. 8. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with any law or the articles of incorporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 3. Organization › 23-17-3-9. Emergency Bylaws; Effect

Sec. 9. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency under subsection (d). Emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including the following:
(1) Procedures for calling a meeting of the board of directors.
(2) Quorum requirements for the meeting.
(3) Designation of additional or substitute directors.
(b) Provisions of regular bylaws consistent with emergency bylaws remain effective during the emergency. Emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of a corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 4. Purposes and Powers › 23-17-4-1. Authorized Activities; Corporations Subject to Regulation Under Other Statutes

Sec. 1. (a) A corporation incorporated under this article has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject to regulation under another Indiana statute may incorporate under this article unless provisions for incorporation of corporations engaging in that activity exist under the other statute.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 4. Purposes and Powers › 23-17-4-3. Emergency Powers of Board; Procedures; Effect

Sec. 3. (a) In anticipation of or during an emergency under subsection (d), the board of directors of a corporation may do the following:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors must be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 4. Purposes and Powers › 23-17-4-4. Challenges Based on Corporate Power to Act

Sec. 4. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general or a director.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-1. Criteria or Procedures for Admission; Consent

Sec. 1. (a) Articles of incorporation or bylaws may establish criteria or procedures for admission of members.
(b) A person may not be admitted as a member without the person's consent.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-2. Consideration for Admission

Sec. 2. Except as provided in a corporation's articles of incorporation or bylaws, a corporation may admit members for either of the following:
(1) No consideration.
(2) Consideration determined by the board of directors.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-4. Rights and Duties; Membership Classes

Sec. 4. Members shall have the same rights and obligations with respect to:
(1) voting;
(2) dissolution;
(3) redemption; and
(4) transfer;
unless articles of incorporation or bylaws establish classes of membership with different rights or obligations. Members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by articles of incorporation or bylaws.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-5. Transfer Rights; Restrictions

Sec. 5. (a) Except as set forth in or authorized by articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.
(b) Where transfer rights have been provided, a restriction on transfer rights may not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-6. Liability for Acts or Debts of Corporation

Sec. 6. A member of a corporation is not personally liable for the acts or debts of the corporation. However, the member may become personally liable because of the member's own acts or conduct.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-7. Liability for Obligations; Transferee's Liability

Sec. 7. (a) A member may become liable to the corporation for dues, assessments, or fees. However:
(1) an article of incorporation or a bylaw provision; or
(2) a resolution adopted by the board of directors;
authorizing or imposing dues, assessments, or fees does not create liability to pay the obligation. However, nonpayment constitutes grounds for expelling or suspending the member or suspending or terminating the membership. The validity of mandatory membership and the validity of a lien imposed by a recorded declaration of covenant or a similar commitment running with the real property or an interest in the real property is not affected by this subsection.
(b) A permitted transferee of a membership having notice at the time of the transfer of unpaid dues, assessments, or fees of the transferor is liable to the corporation for unpaid dues, assessments, or fees. However, a transferee who is an executor, an administrator, a guardian, a trustee, a receiver, or a pledgee is not personally liable for any unpaid consideration due to the corporation. An heir or a legatee who is a permitted transferee may surrender the membership to the corporation without incurring any liability for any unpaid consideration.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-8. Creditor's Proceedings; Liability of Members; Prerequisites; Intervention and Joinder

Sec. 8. (a) A proceeding may not be brought by a creditor to reach or apply the liability, if any, of a member to the corporation unless:
(1) final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part;
(2) the corporation has been adjudged bankrupt or a receiver has been appointed with the power to collect debts that a receiver on demand of a creditor to bring a proceeding has refused to do; or
(3) the corporation has been dissolved leaving debts unpaid.
However, a proceeding may not be brought more than three (3) years after the happening of any of the events described in this subsection.
(b) Creditors of the corporation, with or without reducing the creditor's claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Members who owe amounts to the corporation may be joined in the proceeding.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 7. Members; Admission; Types of Memberships; Rights and Duties › 23-17-7-9. Advancements or Loans to Corporation; Return or Repayment

Sec. 9. A member may advance or loan money to the corporation that may be returned or repaid to the member at a time and under a condition that the corporation and the member agree. However, upon return or repayment, the member may not receive more than the principal amount of the money advanced or loaned, together with reasonable interest at a rate that is not in excess of market rate, whether fixed or variable, otherwise available without premium to the corporation under the same circumstances at the time of the advance or loan.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 8. Resignation and Termination of Members › 23-17-8-1. Resignation; Liability for Obligations

Sec. 1. (a) A member may resign at any time.
(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made before a resignation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 8. Resignation and Termination of Members › 23-17-8-2. Expulsion, Suspension, or Termination; Procedures; Limitation of Actions; Liability for Obligations

Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:
(1) fair and reasonable; and
(2) carried out in good faith.
(b) A procedure is fair and reasonable under either of the following conditions:
(1) The articles of incorporation or bylaws set forth a procedure that provides the following:
(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.
(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.
(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.
(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.
(e) A member who has been expelled or suspended or whose membership is terminated may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion, suspension, or termination.
As added by P.L.179-1991, SEC.1.