reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-4. Shares of Stock; Classes; Sale for Less Than Par; Shareholders' Liability; Preemptive Rights

Sec. 4. (a) Every stock company organized under this article shall have the right, when authorized by its articles of incorporation, to issue one (1) or more classes or kinds of shares of capital stock, any or all of which classes or kinds may consist of shares with par value or shares without par value, with full, limited, or no voting powers as provided in the articles of incorporation and with such designations, and such relative rights, preferences, qualifications, limitations, or restrictions as shall be stated and expressed in the articles of incorporation.
(b) No stock company organized under this article shall issue or sell any of its shares of stock having a par value for less than the par value thereof.
(c) The shareholders of any stock company organized under this article shall be liable for the debts of such stock company only to the extent of any unpaid portion of their subscriptions for shares of such company or any unpaid portion of the consideration for the issuance to them of shares of such stock company.
(d) The shareholders of such stock company shall not have preemptive rights to subscribe to any additional issues of shares of the capital stock of such company, except to the extent, if any, that such rights shall be fixed and prescribed in the articles of incorporation, or in a bylaw adopted by the board of directors of such stock company.
Formerly: Acts 1935, c.162, s.82; Acts 1969, c.164, s.3. As amended by P.L.252-1985, SEC.26.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-5. Stock Certificate; Contents; Transferability

Sec. 5. In the case of a stock company, every shareholder shall be entitled to a certificate, or other evidence of stock ownership, signed by the president or a vice president and by the secretary or an assistant secretary, which shall state the name of the registered holder, the number of shares represented thereby and the par value of each share. Where such certificate is also signed by a transfer agent or registrar, or both, the signatures of any such president, vice president, secretary or assistant secretary may be facsimiled. The shares represented thereby shall be transferable on the books of the company in such manner and under such regulations, not inconsistent with the laws of this state relating to the transfer of shares of stock in corporations, as may be provided in the by-laws. If such company is authorized to issue shares of more than one (1) class, every certificate shall state the kind and class of shares represented thereby, and the relative rights, interests, preferences and restrictions of such class, or a summary thereof.
Formerly: Acts 1935, c.162, s.83; Acts 1963, c.144, s.1.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-6. Bylaws

Sec. 6. Unless otherwise provided in the articles of incorporation, the power to make, alter, amend or repeal the bylaws of a company is hereby vested in the board of directors. The bylaws so adopted may contain any provision for the regulations and management of the affairs of the corporation which is not inconsistent with this article or of any law of this state or with the articles of incorporation and may include provisions concerning:
(a) the time and place of holding, and the manner of conducting meetings of the shareholders, members, or policyholders, and of directors;
(b) the manner of calling special meetings of shareholders, members, or policyholders and directors;
(c) the powers, duties, tenure, and qualifications of the officers of the corporation and the time, place, and manner of electing them;
(d) the creation and appointment of executive or other committees and the number of members thereof and prescribing their powers;
(e) the classification of its risks and of its members, the payment of dividends and the creation of a surplus fund or funds, if other than a stock company; and
(f) the form of stock certificates or other evidences of stock ownership and the manner of transferring shares of capital stock if a stock company, and the manner of creating and exercising proxies.
Formerly: Acts 1935, c.162, s.84. As amended by P.L.252-1985, SEC.27.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-8. Voting Rights of Shareholders; Shares That Cannot Be Voted; Voting by Particular Shareholders; Proxy Votes

Sec. 8. (a) Except as otherwise provided in the articles of incorporation or in this section, every shareholder in a stock insurance company shall have the right, at every shareholders' meeting, to one (1) vote for each share of stock standing in the shareholder's name on the books of the corporation. No share shall be voted at any meeting:
(1) which shall have been transferred on the books of the corporation within such number of days, not exceeding fifty (50), next preceding the date of such meeting as the board of directors shall determine, or, in the absence of such determination, within ten (10) days next preceding the date of such meeting; or
(2) which belongs to the corporation that issued it.
(b) Shares standing in the name of a corporation, other than the issuing corporation, may be voted by such officer, agent or proxy as the board of directors of such corporation may appoint or as the by-laws of such corporation may prescribe.
(c) Shares held by fiduciaries may be voted by the fiduciaries in such manner as the instrument or order appointing such fiduciaries may direct. In the absence of such direction, or the inability of the fiduciaries to act in accordance therewith, the following provisions shall apply:
(1) Where shares are held jointly by three (3) or more fiduciaries, such shares shall be voted in accordance with the will of the majority.
(2) Where the fiduciaries, or a majority of them, can not agree, or where they are equally divided upon the question of voting such shares, any court having general equity jurisdiction may, upon petition filed by any of such fiduciaries, or by any party in interest, direct the voting of such shares as it may deem to be for the best interest of the beneficiaries, and such shares shall be voted in accordance with such direction.
(d) Unless otherwise provided in the agreement of pledge, or in the by-laws of the corporation, shares that are pledged may be voted by the shareholder pledging such shares until the shares shall have been transferred to the pledgee on the books of the corporation, and thereafter such shares may be voted by the pledgee.
(e) Shares issued and held in the names of two (2) or more persons shall be voted in accordance with the will of the majority, and if a majority of them can not agree, or if they are equally divided as to the voting of such shares, the shares shall be divided equally between or among such persons for voting purposes.
(f) A shareholder, including any fiduciary, may vote either in person or by proxy executed in writing by the shareholder or a duly authorized attorney in fact. Unless a longer time is expressly provided in the proxy, a proxy is not valid after eleven (11) months from the date of its execution.
Formerly: Acts 1935, c.162, s.86. As amended by Acts 1981, P.L.234, SEC.1; P.L.136-2018, SEC.149.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-9. Voting Rights of Policyholders and Members; Proxy Votes

Sec. 9. Except as otherwise provided in the articles of incorporation every policyholder or member, in all companies other than stock companies, shall have the right to one (1) vote at every policyholders' or members' meeting, regardless of the number of policies or amount of insurance he may have with such company.
Any policyholder or member may vote either in person or by proxy executed in writing by the policyholder or by a duly authorized attorney in fact. Unless a longer time is expressly provided therein, no proxy hereafter given shall be valid after eleven (11) months from the date of its execution.
Formerly: Acts 1935, c.162, s.87.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-11. Citizenship and Residence Qualifications of Directors

Sec. 11. A majority of directors must, during their entire terms of service, be citizens of the United States or Canada. At least one (1) of the directors must reside in Indiana.
Formerly: Acts 1935, c.162, s.89; Acts 1941, c.127, s.1; Acts 1947, c.18, s.1; Acts 1969, c.164, s.5. As amended by P.L.245-1989, SEC.1.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-12. Directors; Attendance Record and Report; Record of Communications; Annual Examination and Report of Condition

Sec. 12. In addition to such other duties as may be imposed upon the directors by any other provisions of this article, such directors shall keep a record of the attendance of directors at meetings of the board, and shall make a report showing the names of the directors, the number of meetings of the board, regular and special, the number of meetings attended, and the number of meetings from which each director was absent, which report shall be read at and incorporated in the minutes of the annual meeting of the shareholders, members, or policyholders. Such directors, at such times as they are meeting as a board of directors, shall also require the secretary of such board, or some other duly designated agent, to make such communications from the department as the department designates a matter of record in the minutes of the meetings of such board of directors. The board of directors, a committee therefrom, or the auditor, actuary, or comptroller of such corporation shall examine the corporation once each year and submit a complete statement of the condition of such corporation to the department. Such report of examination, if made by other than the board of directors or a committee thereof, shall be approved by the board of directors before the same is submitted to the department.
Formerly: Acts 1935, c.162, s.90. As amended by P.L.252-1985, SEC.29.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-13. Officers; Secretary; Duties; Resignation; Removal; Contract Rights

Sec. 13. (a) A corporation has the officers described in its bylaws. However, a corporation must have at least one (1) officer.
(b) An officer of a corporation may appoint one (1) or more officers or assistant officers if authorized to do so by the bylaws or the board of directors.
(c) The bylaws or the board of directors must delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation, and that officer is the secretary for purposes of this article. The same individual may simultaneously hold more than one (1) office in the corporation.
(d) Each officer of a corporation has the authority and shall perform the duties set forth in the bylaws, to the extent consistent with the bylaws or, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
(e) An officer of a corporation may resign at any time by delivering notice to the board of directors, its chairman, the secretary of the corporation or, if the articles of incorporation or bylaws so provide, to another designated officer. A resignation is effective when the notice is delivered unless the notice specifies a later date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(f) The board of directors of a corporation may remove an officer of the corporation at any time with or without cause. An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.
(g) The election or appointment of an officer of a corporation does not itself create contract rights.
(h) The removal of an officer of a corporation does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Formerly: Acts 1935, c.162, s.91. As amended by P.L.266-1987, SEC.5.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-14. Bonding Officers Having Access to Money or Securities; Blanket Bond

Sec. 14. All officers and home office employees of every corporation having control of or access to moneys or securities of such corporation in the regular discharge of their duties, shall, before entering upon the performance of their duties, execute their individual bonds with adequate surety payable to the corporation to indemnify the corporation for any pecuniary loss it shall sustain of money or other personal property by any act or acts of fraud, dishonesty, forgery, theft, embezzlement, wrongful abstraction, or willful misapplication. The amount and form of such bonds and the sufficiency of the sureties thereon shall be approved by the board of directors of the corporation and by the department and shall be filed with the department within such time as it may prescribe. In lieu of individual bonds, a blanket bond covering all such officers and employees may be used, subject to the same approval as individual bonds. No officer or director of the corporation shall sign the bond of any other person as surety thereon required by this article. If any bonds required by this section are signed by individuals as sureties, the bonds must contain separate affidavits as to the net worth of each surety.
Formerly: Acts 1935, c.162, s.92. As amended by P.L.252-1985, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-15. Loans to or Borrowing by Directors or Officers; Offense; Exceptions

Sec. 15. A board of directors, director, or officer of any insurance company doing business in this state who lends any of its money or other property, to any director or officer of the insurance company commits a Class B misdemeanor. A director or officer who borrows from the insurance company any money or other property commits a Class B misdemeanor. However, this section does not apply to:
(1) the continuation to maturity of any loan that did not violate this section when it was made; or
(2) a loan made by a life insurance company to any director or officer of the company in an amount not greater than the net cash surrender value of, and secured by, a policy with the company held by the borrower; or
(3) a loan made by any insurance company to an officer, other than a director, secured by a first mortgage loan upon a single-family dwelling, condominium unit or cooperative apartment unit, which is the borrower's personal residence acquired on account of the officer's relocation or initial employment.
Formerly: Acts 1935, c.162, s.93. As amended by Acts 1978, P.L.2, SEC.2707; Acts 1981, P.L.235, SEC.1.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-16. Books and Records to Be Kept at Principal Office

Sec. 16. Every corporation shall keep correct and complete books of account and minutes of the proceedings of its shareholders, members or policyholders, directors, executive and/or finance committees, and it shall likewise keep, at its principal office, an original or a duplicate stock transfer book and/or records giving the names and addresses of all shareholders, members or policyholders, and if a stock company the number of shares held by each.
Formerly: Acts 1935, c.162, s.94.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-17. Restrictions on Dividend Payments

Sec. 17. No domestic company shall make any payments in form of dividends or otherwise to its shareholders, for or on account of any interest in or relation to the company as shareholders, unless it possesses assets in the amount of such payment, in excess of its liabilities, including its capital stock: Provided, That in no instance shall such dividend reduce the surplus below an amount equal to fifty per cent (50%) of the capital stock of such company; and no domestic company shall make any payments to its members or policyholders for or on account of any interest in or relation to the company as members or policyholders, except for matured claims or other policy obligations and in the purchase of surrender values, unless it possesses assets in the amount of such payments in excess of its liabilities.
Formerly: Acts 1935, c.162, s.95.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-19. Mutual or Stock Companies; Borrowing for Surplus Funds

Sec. 19. (a) A mutual or stock company organized under this article may borrow or assume a liability for the repayment of a sum of money to provide itself with surplus funds with the prior approval of the department. The rate of interest on any loan or advance may not exceed the following:
(1) The corporate base rate in effect on the first business day of the month in which the loan document is executed, as reported by the bank or branch with the greatest amount of assets in Indiana, plus three percent (3%) per annum.
(2) A variable rate determined by a formula that:
(A) is specified in the loan document;
(B) is based on objective data or information that is reasonably related to commercial lending rates;
(C) provides an initial rate that is not more than the corporate base rate in effect on the first business day of the month in which the loan document is executed, as reported by the bank or branch with the greatest amount of assets in Indiana, plus two percent (2%) per annum; and
(D) is approved by the department as reasonable and appropriate in relation to the company's financial condition.
The company shall elect and state in the written agreement whether the interest rate is to be fixed or floating for the term of the agreement. The agreement shall be submitted to and approved by the department before the agreement's execution.
(b) The loan or advance, with interest at a rate not exceeding the maximum rate of interest as defined in subsection (a), shall be repaid only out of the surplus of the company. Repayment of principal or payment of interest may be made only when approved by the department whenever in its judgment the financial condition of the company shall warrant. However, the department may not withhold approval if:
(1) the company has and submits to the department satisfactory evidence that a surplus that is equal to or greater than the surplus existing immediately after the issuance of the loan or advance will exist after the repayment; and
(2) the surplus that will exist immediately after repayment of principal or payment of interest is:
(A) reasonable in relation to the company's outstanding liabilities; and
(B) adequate to the company's financial needs;
in light of the factors set forth in IC 27-1-23-4(f).
(c) A loan or advance made under this section, or interest accruing on the loan or advance, may not form a part of the legal liabilities of the company until authorized for payment by the department. However, until a loan or an advance is repaid, all statements published by the company or filed with the department must show the amount of the loan or advance then remaining unpaid, including any accrued and unpaid interest charges.
Formerly: Acts 1935, c.162, s.97. As amended by P.L.138-1984, SEC.1; P.L.253-1985, SEC.1; P.L.184-1996, SEC.1; P.L.111-2000, SEC.1.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-20. Authority of Corporations, Boards, and Associations to Insure With Mutual Insurance Company

Sec. 20. Any public or private corporation, board or association in this state or elsewhere may make applications, enter into agreements for, and hold policies in, any mutual insurance company. Any officer, stockholder, trustee or legal representative of any such company, board, association, or estate may be recognized as acting for or on its behalf for the purposes of such membership, but shall not be personally liable upon such contract of insurance by reason of acting in such representative capacity.
Formerly: Acts 1935, c.162, s.97a.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-22. Vouchers for Disbursements

Sec. 22. No domestic insurance corporation shall make any disbursement of one hundred dollars ($100) or more unless the same be evidenced by a voucher signed by or on behalf of the person, firm, limited liability company, or corporation receiving the money and correctly describing the consideration for the payment, and if the same be for services and disbursements, setting forth the services rendered and an itemized statement of the disbursements made, and if it be in connection with any matter pending before any legislative or public body or before any department or officer of any government, correctly describing in addition the nature of the matter and of the interest of such corporation in the matter, or, if such a voucher can not be obtained, by an affidavit stating the reasons the voucher cannot be obtained and setting forth the particulars above mentioned.
Formerly: Acts 1935, c.162, s.99. As amended by P.L.8-1993, SEC.411; P.L.136-2018, SEC.151.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies › 27-1-7-23. Annual or Other Required Statements; Material False Statement

Sec. 23. A director, officer, agent, or employee of any company who knowingly subscribes, makes, or concurs in making or publishing any annual or other statement required by law, containing any material statement which is false, commits a Class A misdemeanor.
Formerly: Acts 1935, c.162, s.100. As amended by Acts 1978, P.L.2, SEC.2708.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-1. "Corporation" Defined

Sec. 1. As used in this chapter, "corporation" has the meaning set forth in IC 27-1-2-3. The term also includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-2. "Director" Defined

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of a director.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-4. "Liability" Defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-5. "Official Capacity" Defined

Sec. 5. (a) As used in this chapter, "official capacity" means:
(1) when used with respect to a director, the office of director in a corporation; and
(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.
(b) The term does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.
As added by P.L.266-1987, SEC.6. Amended by P.L.5-1988, SEC.141.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-6. "Party" Defined

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-7. "Proceeding" Defined

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-8. Conditional Indemnification of Director Against Liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1) the individual's conduct was in good faith;
(2) the individual reasonably believed:
(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and
(B) in all other cases, that the individual's conduct was at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual either:
(A) had reasonable cause to believe the individual's conduct was lawful; or
(B) had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-9. Mandatory Indemnification of Director for Expenses Incurred in Successful Defense

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-10. Advancement of Expenses Before Final Disposition; Conditions

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter;
(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-11. Court Ordered Indemnification; Determination

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines that:
(1) the director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification; or
(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-12. Determination of Permissible Indemnification; Authorization of Indemnification and Evaluation as to Reasonableness of Expenses

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.
(b) The determination shall be made by any one (1) of the following procedures:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding.
(3) By special legal counsel:
(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or
(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate).
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-13. Indemnification of Corporate Employees Other Than Directors

Sec. 13. The following apply unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter and is entitled to apply for court ordered indemnification under section 11 of this chapter, in each case to the same extent as a director.
(2) The corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director.
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-14. Liability Insurance Purchased and Maintained by Corporation

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 7.5. Indemnification of Directors › 27-1-7.5-15. Limitation of Remedies; Effect of Chapter

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders of a stock company, or members or shareholders of a mutual company qualified to elect directors; or
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding of a stock company or of all the members or policyholders of a mutual company authorized to elect directors.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, members, or directors or other duly adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.
As added by P.L.266-1987, SEC.6.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-1. Authority to Amend

Sec. 1. Any corporation may, at any time, amend its articles of incorporation without limitation so long as the articles as amended would have been authorized by this article as original articles, by complying with the provisions of this chapter.
Formerly: Acts 1935, c.162, s.101. As amended by P.L.252-1985, SEC.32.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-2. Proposal of Amendment

Sec. 2. Every amendment to the articles of incorporation shall first be proposed by the board of directors, by the adoption of a resolution setting forth the proposed amendment and directing that it be submitted to a vote of the shareholders, members, or policyholders entitled to vote in respect thereof at a designated meeting of such shareholders, members, or policyholders which may be an annual meeting of the shareholders, members, or policyholders or a special meeting of the shareholders, members, or policyholders entitled to vote in respect thereof. If the resolution shall direct that the proposed amendment is to be submitted at an annual meeting, notice of the submission of the proposed amendment shall be included in the notice of such annual meeting. If the said resolution shall direct that the proposed amendment is to be submitted to a special meeting of the shareholders, members, or policyholders entitled to vote thereon, such special meeting shall be called by the resolution proposing the amendment, and notice of such meeting shall be given at the time in the manner provided in IC 27-1-7-7.
Formerly: Acts 1935, c.162, s.102. As amended by P.L.252-1985, SEC.33.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-3. Vote of Shareholders, Policyholders, or Members; Exceptions; Notice of Corporation Name Change

Sec. 3. (a) Except as provided in subsection (b), an amendment to the articles of incorporation so proposed shall be submitted to a vote of the shareholders, members, or policyholders at the annual or at the special meeting directed by the resolution of the board of directors proposing the amendment, and the proposed amendment shall be adopted upon receiving the affirmative votes of at least a majority of the stock, or such greater portion as the articles of incorporation may require, of the outstanding shares of stock entitled to vote, if a stock company; and upon receiving the affirmative votes of at least two-thirds (2/3) of the members or policyholders voting at such annual or special meeting, if other than a stock company.
(b) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder, member, or policyholder action to:
(1) extend the duration of the corporation, if the corporation was incorporated at a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors, officers, or incorporators;
(3) delete the name and address of the initial registered agent or registered or principal office, if a statement of change is on file with the secretary of state;
(4) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;
(5) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or
(6) change the corporate name, if the new name complies with IC 27-1-6-3.
(c) If a corporation changes its name under subsection (b)(6), the corporation shall, not more than thirty (30) days after the effective date of the amendment changing the corporate name, mail or deliver a written or printed notice of the new corporate name to each shareholder, member, or policyholder of record of the corporation.
Formerly: Acts 1935, c.162, s.103. As amended by P.L.185-1997, SEC.2.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-4. Form and Content of Articles of Amendment

Sec. 4. Upon the proposal and adoption of any amendment to the articles of incorporation, there shall be executed articles of amendment setting forth the following:
(a) The amendment so adopted;
(b) The manner of its adoption and the vote by which it was adopted;
(c) In the case of a stock corporation;
(1) If the total authorized amount or number of shares is increased by such amendment, a statement of the shares authorized before the amendment and a statement of the additional shares authorized by the amendment;
(2) If the total authorized amount or number of shares is reduced by such amendment, a statement of the shares authorized before the amendment and the amount of the shares that has been issued, and a statement of the reduction authorized by the amendment and the manner in which the reduction shall be effected; and
(3) If any change is made in the shares without increasing or reducing the total authorized amount or number of shares, a statement of the shares authorized before the amendment and the amount of the shares that has been issued, and a statement of the change to be made by the amendment and the manner in which the change shall be effected.
Formerly: Acts 1935, c.162, s.104. As amended by P.L.136-2018, SEC.152.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-5. Execution and Presentation of Articles of Amendment to Department

Sec. 5. The form of the articles of amendment shall be prescribed and furnished by the department. The articles of amendment shall be prepared and signed in triplicate originals by the president or a vice-president and by the secretary or an assistant secretary of the corporation, and shall be acknowledged before a notary public by the officers signing the articles and shall be presented in triplicate originals to the department at its office, for the approval or disapproval of the department.
Formerly: Acts 1935, c.162, s.105.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-6. Approval or Disapproval of Articles of Amendment by Department

Sec. 6. The department is hereby authorized to approve or disapprove such articles of amendment, and the approval of them, if given, shall be evidenced in the manner prescribed in IC 27-1-6-8.
Formerly: Acts 1935, c.162, s.106. As amended by P.L.252-1985, SEC.34.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-7. Submission of Articles of Amendment to Attorney General

Sec. 7. In the event the department approves the articles of amendment, they shall then be submitted to the attorney general for the state of Indiana who shall examine said articles. And his approval, if given, shall be evidenced in the manner provided in IC 27-1-6-9, and he shall return the same to the department.
Formerly: Acts 1935, c.162, s.107. As amended by P.L.252-1985, SEC.35.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-8. Presentation of Articles of Amendment to Secretary of State; Duties of Secretary of State

Sec. 8. When the articles of amendment have been approved by the attorney-general and returned to the department, then the department shall present the same to the secretary of state for the state of Indiana. If the secretary of state finds that the articles conform to law, he shall indorse his approval upon each of the triplicate copies of the articles, and when all fees have been paid as required by law, he shall file one (1) copy in his office and shall return the other two (2) copies of the articles of amendment bearing the indorsement of his approval, to the corporation, one (1) of which copies the corporation shall file with the department.
Formerly: Acts 1935, c.162, s.108.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-9. Amended Certificate of Authority

Sec. 9. When the provisions of sections 2 through 8 of this chapter have been complied with, then the commissioner may issue an amended certificate of authority, which shall license the company to transact the kind or kinds of insurance specified in its articles of incorporation and in the amendment to its articles of incorporation, and which shall expire at midnight, April 30, next following the date of issuance.
Formerly: Acts 1935, c.162, s.109. As amended by P.L.252-1985, SEC.36.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-10. Effect of Amendment

Sec. 10. Upon the issuance of the amended certificate of authority by the commissioner, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. No amendment shall effect any existing cause of action in favor of or against such corporation, or any pending suit in which such corporation shall be a party, or the existing rights of persons other than shareholders of a stock company, or the members or policyholders in companies other than stock companies; and in the event the corporate name shall be changed by any amendment, no suit brought against such corporation under its former name shall be abated for that reason.
Formerly: Acts 1935, c.162, s.110.
2023 Indiana Code › Title 27. Insurance › Article 1. Department of Insurance › Chapter 8. Procedures for Amending Articles of Incorporation › 27-1-8-11. Prerequisites to Corporate Acts Under Amendment

Sec. 11. (a) A corporation whose articles of incorporation have been amended in accordance with the provisions of this chapter shall not exercise any power, right, or authority conferred by, or take any action pursuant to, such amendment until:
(1) the corporation shall have filed one (1) of the triplicate copies of the articles of amendment, bearing the endorsement of the approval of the secretary of state as provided in section 8 of this chapter, for record in the office of the county recorder of the county in which the articles of incorporation of such corporation were or should have been filed for record as provided in IC 27-1-6-13; and
(2) the company shall have filed a certified copy of such amended certificate of authority for record with the county recorder of the county wherein the principal office is located, which certified copy shall be evidence only that the company is authorized and licensed to transact the kind or kinds of insurance set out in the amended certificate of authority, for the period stated in the amended certficate of authority.
(b) If a corporation exercises any such power, right, or authority, or takes any such action, in violation of this section, the officers and directors who participated in the exercise or action in violation of this section shall be severally liable for any debts or liabilities of the corporation incurred because of the exercise or action or arising from the exercise or action.
Formerly: Acts 1935, c.162, s.111. As amended by P.L.252-1985, SEC.37; P.L.136-2018, SEC.153.