reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 7. Voting Trusts and Agreements › 28-13-7-5. Voting Agreement; Exemption; Enforceability

Sec. 5. (a) At least two (2) shareholders may provide for the manner in which the shareholders will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to sections 1 through 4 of this chapter.
(b) A voting agreement created under this section is specifically enforceable.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 8. Derivative Proceedings › 28-13-8-1. "Shareholder" Defined

Sec. 1. For purposes of this chapter, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 8. Derivative Proceedings › 28-13-8-2. Right to Commence Proceeding

Sec. 2. (a) A person may not commence a proceeding in the right of a corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b) A derivative proceeding may not be maintained if it appears that the person commencing the proceeding does not fairly and adequately represent the interests of the shareholders in enforcing the right of the corporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 8. Derivative Proceedings › 28-13-8-3. Complaint Requisites; Stay Pending Corporate Investigation

Sec. 3. (a) A complaint in a proceeding brought in the right of a corporation must be verified and must allege with particularity:
(1) the demand made, if any, to obtain action by the board of directors; and
(2) either that the demand was refused or ignored, or why the shareholder did not make the demand.
(b) Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, including an investigation commenced under section 5 of this chapter, the court may stay any proceeding until the investigation is completed.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 8. Derivative Proceedings › 28-13-8-4. Discontinuance or Settlement of Case; Approval; Notice; Payment of Defense Expenses and Fees

Sec. 4. (a) A proceeding commenced under this chapter may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.
(b) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorney's fees, incurred in defending the proceeding if the court finds that the proceeding was commenced without reasonable cause.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 8. Derivative Proceedings › 28-13-8-5. Corporate Committee; Establishment; Powers and Duties; Determination Made Independently of Board; Conclusive Presumption on Merits; Disinterested Director or Other Person

Sec. 5. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of at least three (3) disinterested directors or other disinterested persons to determine:
(1) whether the corporation has a legal or equitable right or remedy; and
(2) whether it is in the best interests of the corporation to pursue that right or remedy, if any, or to dismiss a proceeding that seeks to assert that right or remedy on behalf of the corporation.
(b) In making a determination under subsection (a), the committee is not subject to the direction or control of or termination by the board. A vacancy on the committee may be filled by the majority of the remaining members by selection of another disinterested director or other disinterested person.
(c) If the committee determines that pursuit of a right or remedy through a derivative proceeding or otherwise is not in the best interests of the corporation, the merits of that determination are presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to the right or remedy, unless the shareholder can demonstrate that:
(1) the committee was not disinterested, as described in subsection (d); or
(2) the committee's determination was not made after an investigation conducted in good faith.
(d) For purposes of this chapter, a director or other person is disinterested if the director or other person:
(1) has not been made a party to a derivative proceeding seeking to assert the right or remedy in question, or has been made a party but only on the basis of a frivolous or insubstantial claim or for the sole purpose of seeking to disqualify the director or other person from serving on the committee;
(2) is able under the circumstances to render a determination in the best interests of the corporation; and
(3) is not an officer, employee, or agent of the corporation or of a related corporation.
However, an officer, employee, or agent of the corporation or a related corporation who meets the standards of subdivisions (1) and (2) shall be considered disinterested in any case in which the right or remedy under scrutiny is not assertable against a director or officer of the corporation or the related corporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-1. Necessity of Board; Powers

Sec. 1. (a) Each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the corporation's board of directors, subject to any limitation set forth in the articles of incorporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-2. Qualifications of Directors; Articles and Bylaws Prescribing; Waiver of Citizenship Requirement

Sec. 2. (a) Except as provided in subsection (c), every director must, during the director's whole term of service, be a citizen of the United States. A director must be at least eighteen (18) years of age. At least one-half (1/2) of the directors must reside in Indiana or within a distance of not to exceed fifty (50) miles of any office of the corporation of which the director is a director.
(b) The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
(c) The director of the department may waive the United States citizenship requirement set forth in subsection (a) for a particular corporation if the waiver would affect only a minority of the total number of directors of the corporation.
As added by P.L.14-1992, SEC.163. Amended by P.L.192-2003, SEC.7; P.L.213-2007, SEC.104; P.L.217-2007, SEC.102.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-3. Size of Board; Articles and Bylaws; Annual Election of Directors

Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The articles of incorporation or bylaws may provide that the number of directors may be determined by resolution of the board of directors.
(b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. However, the minimum must be at least three (3) directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, in the bylaws or by resolution of the board of directors.
(c) Directors are elected at the first annual shareholders' meeting and at each subsequent annual meeting unless the directors' terms are staggered under section 6 of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-4. Election of Directors; Voting Groups; Classes of Shares

Sec. 4. (a) If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of at least one (1) authorized class of shares.
(b) Each class of shares entitled to elect at least one (1) director is a separate voting group for purposes of the election of directors.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-5. Terms of Office; Vacancies; Continuation Until Qualification of Successor

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless the directors' terms are staggered under section 6 of this chapter.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the end of the term for which the director's predecessor was elected.
(e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-6. Staggering Terms; Groups of Directors; Expiration of Terms

Sec. 6. (a) The articles of incorporation or, if the articles of incorporation so authorize, the bylaws may provide for staggering the board of directors' terms by dividing the total number of directors into either:
(1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or
(2) three (3) groups, with each group containing one-third (1/3) of the total, as near as may be.
(b) If terms are staggered under subsection (a):
(1) the terms of directors in the first group expire at the first annual shareholders' meeting after the directors' election;
(2) the terms of the second group expire at the second annual shareholders' meeting after the directors' election; and
(3) the terms of the third group, if any, expire at the third annual shareholders' meeting after the directors' election.
At each annual shareholders' meeting held after the meetings specified in this subsection, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-7. Resignation; Notice; Effective Date

Sec. 7. (a) A director may resign at any time by delivering written notice:
(1) to the board of directors, its chairman, or the secretary of the corporation; or
(2) if the articles of incorporation or bylaws so provide, to another designated officer.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-8. Removal From Office; Meeting; Notice

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors for cause or, unless the articles of incorporation provide otherwise, without cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders, if the shareholders are otherwise authorized to do so, only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one (1) of the purposes, of the meeting, is removal of the director.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 9. Board of Directors Generally › 28-13-9-9. Vacancies; Filling Known Future Vacancies; Temporary Appointment by Director of Department

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
(d) If a vacancy is not filled through a corporation's normal process for filing vacancies within a time considered reasonable by the department, the director of the department may make a temporary appointment to the board of directors to fill the vacancy. The director of the department shall appoint a person whom the director considers capable of providing competent leadership and decision making ability. A person appointed to a board of directors under this subsection shall serve on the board until the corporation fills the position through the corporation's normal process for filing vacancies on the board. However, a person appointed to a board of directors by the director of the department under this subsection may not serve on the board for more than two (2) years, unless the person is selected to fill the vacancy through the corporation's normal process for filling vacancies. For purposes of this subsection, in determining whether a corporation has had a reasonable period in which to fill a vacancy, the department shall consider the following:
(1) The financial condition of the corporation.
(2) The number of remaining board members.
(3) The likelihood the board of directors will be able to establish a quorum for the transaction of business.
(4) The potential harm to the corporation that could result without an appointment under this subsection.
As added by P.L.14-1992, SEC.163. Amended by P.L.141-2005, SEC.25.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-1. Place of Meetings; Participants; Means of Communication; Presumption of Presence

Sec. 1. (a) The board of directors may hold regular or special meetings in or out of Indiana.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with one another during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-2. Action Taken Without Meeting; Signed Consent; Effect

Sec. 2. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by at least one (1) written consent describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-3. Notice of Meetings

Sec. 3. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-4. Waiver of Required Notice; Attendance or Participation in Meeting

Sec. 4. (a) A director may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-5. Quorum of Board; Effect of Majority Vote; Presumption of Assent to Action Taken; Right of Dissent or Abstention

Sec. 5. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation has a fixed board size; or
(2) a majority of the number of directors prescribed under IC 28-13-9-3(b).
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless a greater number is required by the articles of incorporation or bylaws.
(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting or promptly upon the director's arrival to holding the meeting or transacting business at the meeting;
(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before the meeting's adjournment or to the secretary of the corporation immediately after adjournment of the meeting.
(d) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993, SEC.95.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-6. Committees; Approval of Creation and Appointment; Applicability of Chapter; Powers and Duties; Compliance With Standards of Conduct for Directors

Sec. 6. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create at least one (1) committee and appoint members of the board of directors to serve on the committees. Each committee may have at least one (1) member, who serves at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to the committee must be approved by the greater of:
(1) a majority of all the directors in office when the action is taken; or
(2) the number of directors required by the articles of incorporation or bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and the members of committees as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under IC 28-13-9-1.
(e) A committee may not do any of the following:
(1) Authorize distributions. However, a committee or an executive officer of the corporation designated by the board of directors may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method or within a range prescribed by the board of directors.
(2) Approve or propose to shareholders action that this article requires to be approved by shareholders.
(3) Fill vacancies on the board of directors or on any of the board of directors' committees.
(4) Except to the extent permitted by subdivision (7), amend articles of incorporation under IC 28-13-14-2.
(5) Adopt, amend, or repeal bylaws.
(6) Approve a plan of merger not requiring shareholder approval.
(7) Authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares. However, the board of directors may authorize a committee or an executive officer of the corporation designated by the board of directors to take the action described in this subdivision within limits prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in IC 28-13-11-1.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-7. Attendance Record; Report; Contents; Incorporation in Minutes of Annual Meeting

Sec. 7. (a) In addition to such other duties as may be imposed upon the directors by this article, the directors shall keep a record of the attendance of directors at meetings of the board.
(b) The directors shall make a report showing the following:
(1) The names of the directors.
(2) The number of meetings of the board, regular and special.
(3) The number of meetings attended.
(4) The number of meetings from which each director was absent.
(c) The report required by this section shall be read at and incorporated in the minutes of the annual meeting of the shareholders if the corporation is not wholly owned by a corporation holding company. The directors, at the times as the directors are meeting as a board of directors, shall also require the secretary of the board or another designated agent to make official communications from the department a matter of record in the minutes of the meetings of the board of directors.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-8. Examination of Corporation Statement; Departmental Accounting and Auditing Standards; Examination of Corporation's Holding Company

Sec. 8. The board of directors shall cause the corporation to be examined one (1) time each calendar year by a certified public accountant. The board of directors shall submit the examination and a complete statement of the condition of the corporation to the department. The department may require additional information. The department may establish the accounting and auditing standards necessary to define the examination requirements of this section by policy or rule. An examination of a corporation's holding company shall satisfy the requirements of this section if done in accordance with standards prescribed by department policy or rule.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-9. Legal Holidays; Resolution Concerning Days Other Than Legal Holidays; Banking Hours; Emergencies Affecting Office Hours

Sec. 9. (a) As used in this section, "emergency" means:
(1) any condition or occurrence that:
(A) may interfere physically with the conduct of normal business operations; or
(B) poses an imminent or existing threat to the safety or security of persons, property, or both persons and property;
at one (1) or more of the offices of a corporation;
(2) any condition or occurrence that:
(A) is declared a state of disaster emergency by the governor under IC 10-14-3-12; and
(B) applies to an area that includes one (1) or more of the offices of a corporation; or
(3) the death of or funeral services for an employee, officer, or director of a corporation or for a former employee, officer, or director of a corporation.
(b) A corporation may be closed on any part of a legal holiday by giving reasonable notice to its customers of its intention to be closed in observance of the holiday.
(c) Whenever a corporation is to be closed on a day or part of a day other than a legal holiday, the board of directors shall pass a resolution concerning the closing, and give reasonable notice of the closing to the customers of the corporation.
(d) The board of directors of a corporation may establish and observe different banking hours and designate different fixed days, if any, for closing the principal office and each separate branch office of the corporation.
(e) Any day designated by the President of the United States or by the governor as a day of mourning, celebration, or other special observance is a legal holiday for corporations.
(f) Whenever the officers of a corporation believe that an emergency exists or is impending, which affects or may affect one (1) or more of a corporation's offices, the officers have the authority, in the reasonable and proper exercise of their discretion, to determine not to open any one (1) or more of such offices or, if having opened, to close any one (1) or more of such offices during the continuation of the emergency. The office or offices so closed shall remain closed until the time the officers determine that the emergency has ended. However, such office or offices may not remain closed for more than forty-eight (48) consecutive hours on business days, excluding other legal holidays, without providing prior notice to the director of the department of financial institutions.
(g) A corporation closing an office or offices under subsection (f) shall give prompt notice of its action to the director of the department of financial institutions.
(h) Any date on which a corporation is closed under this section is a legal holiday with respect to the business affairs of the corporation. No liability or loss of rights of any kind, on the part of any corporation, director, officer, or employee, accrues or results by virtue of any closing authorized by this section.
As added by P.L.176-1996, SEC.30. Amended by P.L.90-2008, SEC.78; P.L.137-2014, SEC.41.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-10. Commission of Crime

Sec. 10. (a) In the event of a commission of a crime or apparent commission of a crime it shall be the responsibility of the corporation to ensure compliance with Part 353 of the Federal Deposit Insurance Corporation rules and regulations.
(b) Reporting of a crime under Part 353 of the Federal Deposit Insurance Corporation rules and regulations satisfies the reporting requirements of criminal activity for the department.
(c) The department shall use the Financial Crimes Enforcement Network of the United States Department of the Treasury instead of receiving written reports from the corporation.
(d) Failure to report the commission of a crime or apparent commission of a crime as required in Part 353 of the Federal Deposit Insurance Corporation is a violation of this section.
(e) If a corporation is a corporate fiduciary or is not insured by the Federal Deposit Insurance Corporation, the corporation must notify the department of the commission of a crime or the apparent commission of a crime not later than the first business day after the day the crime or apparent crime was discovered. A written notification must also be delivered to the department not later than thirty (30) days after the date the crime or apparent crime was discovered. A written notification under this section must include the:
(1) details of the crime; and
(2) actions taken by the corporation regarding the crime.
As added by P.L.176-1996, SEC.31. Amended by P.L.192-1997, SEC.28; P.L.63-2001, SEC.23 and P.L.134-2001, SEC.25.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 10. Meetings and Action of Board of Directors › 28-13-10-11. Records Retention

Sec. 11. (a) A corporation shall retain its business records under this section for the period required by this section.
(b) A corporation shall permanently retain:
(1) minute books of meetings of shareholders and directors;
(2) the capital stock ledger and capital stock certificate ledger or stubs;
(3) the general ledger;
(4) the daily statements of condition;
(5) the investment ledger;
(6) the copies of examination reports; and
(7) other records required by the department of financial institutions under this section.
(c) A corporation's board of directors shall develop a records retention policy. In developing the policy, the board of directors shall consider:
(1) legal actions and administrative proceedings in which the production of company records is necessary or desirable;
(2) state and federal statutes of limitation applicable to legal actions and administrative proceedings; and
(3) availability of information contained in the company records from other sources.
(d) Except for records under subsection (b) and for other records required to be permanently retained, a corporation may dispose of a record that has been retained for the period required and in the manner required by this section. A corporation is not under a duty to produce the record in an action or proceeding after the disposal of the record.
(e) This section applies to a corporation under IC 28 and to national banking associations to the extent that this section does not contravene federal law.
As added by P.L.11-1998, SEC.23.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-1. Discharge of Duties; Good Faith; Ordinary Prudence; Best Interests of Corporation

Sec. 1. A director shall, based on facts then known to the director, discharge the duties of a director, including the director's duties as a member of a committee:
(1) in good faith;
(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) in a manner the director reasonably believes to be in the best interests of the corporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-2. Right to Rely on Data and Other Information; Financial Statements and Data

Sec. 2. In discharging the director's duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) at least one (1) officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-3. Bad Faith; Knowledge Making Reliance on Information Unwarranted

Sec. 3. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by section 2 of this chapter unwarranted.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-4. Best Interests of Corporation; Factors Considered

Sec. 4. A director may, in considering the best interests of a corporation, consider the effects of any action on shareholders, employees, suppliers, and customers of the corporation, and the communities in which offices or other facilities of the corporation are located, and any other factors the director considers pertinent.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-5. Exemption From Personal Liability; Inapplicability in Departmental Proceedings

Sec. 5. (a) A director is not liable for any action taken as a director, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of the director's office under sections 1 through 4 of this chapter; and
(2) the breach or failure to perform constitutes willful misconduct or recklessness.
(b) The exemption from liability provided by this section does not apply to any proceeding brought by the department against a director.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-6. Legislative Intent; Business Judgment and Discretion of Directors; Corporate Takeovers

Sec. 6. (a) In enacting this article, the general assembly established corporate governance rules for Indiana corporations, including in this chapter the standards of conduct applicable to directors of Indiana corporations, and the corporate constituent groups and interests that a director may take into account in exercising the director's business judgment. The general assembly intends to reaffirm certain of these corporate governance rules to ensure that the directors of Indiana corporations, in exercising their business judgment, are not required to approve a proposed corporate action if the directors in good faith determine, after considering and weighing as they consider appropriate the effects of the action on the corporation's constituents, that the action is not in the best interests of the corporation.
(b) In making a determination under this section, directors are not required to consider the effects of a proposed corporate action on any particular corporate constituent group or interest as a dominant or controlling factor. Without limiting the generality of this section, directors are not required to redeem any rights under or to make inapplicable a shareholder rights plan adopted under IC 28-13-2-5, or to take or decline to take any other action under this article, solely because of the effect such action might have on a proposed acquisition of control of the corporation or the amounts that might be paid to shareholders under the acquisition.
(c) Certain judicial decisions in Delaware and other jurisdictions, which might otherwise be looked to for guidance in interpreting the duties of directors of corporations, including decisions relating to potential change of control transactions that impose a different or higher degree of scrutiny on actions taken by directors in response to a proposed acquisition of control of the corporation, are inconsistent with the proper application of the business judgment rule under this article. Therefore, the general assembly intends:
(1) to reaffirm that this section allows directors the full discretion to weigh the factors enumerated in section 4 of this chapter as they consider appropriate; and
(2) to protect both directors and the validity of corporate action taken by the directors in the good faith exercise of their business judgment after reasonable investigation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-7. Additional Considerations Affecting Board Actions or Recommendations; Approval of Majority of Disinterested Directors; Conclusive Presumption of Validity

Sec. 7. (a) In taking or declining to take any action, or in making or declining to make any recommendation to the shareholders of the corporation with respect to any matter, a board of directors of a corporation may, in the board's discretion, consider both the short term and long term best interests of the corporation.
(b) The board of directors shall take into account, and weigh as the directors consider appropriate, the effects of the action or recommendation on the corporation's shareholders and the other corporate constituent groups and interests listed or described in section 4 of this chapter, as well as any other factors considered pertinent by the directors under section 4 of this chapter.
(c) If a determination is made under this section with the approval of a majority of the disinterested directors of the board of the directors, that determination shall conclusively be presumed to be valid unless, after reasonable investigation, it can be demonstrated that the determination was not made in good faith.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-8. Disinterested Persons; Director or Shareholder of Corporation

Sec. 8. (a) For the purposes of section 7 of this chapter, a director is disinterested if:
(1) the director does not have a conflict of interest, within the meaning of section 9(a) of this chapter, in connection with the action or recommendation in question;
(2) in connection with matters described in IC 28-13-8 the director is disinterested (as defined in IC 28-13-8-4(d)); and
(3) in connection with any matter involving or otherwise affecting a transaction under IC 28-1-7, IC 28-1-8, or IC 28-3-2 that would result in a change of the person or persons that have control (as defined in IC 28-2-14-6) over the corporation if the director is not an employee of the corporation or an affiliate or associate of or was not nominated or designated as a director by a person proposing the transaction.
(b) A person may be disinterested under this section even though the person is a director or shareholder of the corporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-9. Conflict of Interest Transactions; Direct or Indirect Interest of Director; Nonvoidability by Corporation; Voting for Authorization, Approval, or Ratification

Sec. 9. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. Unless otherwise provided under federal or state laws, regulations, or rules, a conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true:
(1) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction.
(2) The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.
(3) The transaction was fair to the corporation.
(b) For purposes of subsection (a), a director of the corporation has an indirect interest in a transaction if:
(1) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or
(2) another entity of which the director is a director, an officer, or a trustee is a party to the transaction and the transaction is, or is required to be, considered by the board of directors of the corporation.
(c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if the transaction receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.
(d) For purposes of subsection (a)(2), shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b), may be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 11. Standards of Conduct for Directors › 28-13-11-10. Unlawful Distribution; Liability of Director; Right to Contribution

Sec. 10. (a) Subject to section 5 of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:
(1) from every other director who voted for or assented to the distribution, subject to section 5 of this chapter; and
(2) from each shareholder for the amount the shareholder accepted.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 12. Officers Generally › 28-13-12-1. Officers; Designation; Terms; Highest Acting Officer; Dual Officeholding

Sec. 1. (a) The officers of a corporation must consist of the following:
(1) A president and, if the president is not the highest acting officer of the corporation, another officer designated by the directors, regardless of the title of that officer, whose duties are equivalent to those customarily performed by the highest acting officer.
(2) One (1) or more officers whose duties are equivalent to those customarily performed by a chief financial officer.
(3) An officer whose duties include preparing minutes of the directors' and shareholders' meetings, authenticating records of the corporation, and other duties customarily performed by a secretary.
(4) Any other officers prescribed by the articles of incorporation or the bylaws.
(b) Each of the officers shall be chosen by the board of directors at the time, in the manner, and for the terms as prescribed in the corporation's articles of incorporation or bylaws.
(c) If not already a director, the officer described in subsection (a)(1) who is the highest acting officer of the corporation shall become a director in accordance with the corporation's articles of incorporation or bylaws as soon as practicable after being chosen to serve in that office.
(d) If the articles of incorporation or the bylaws so provide, two (2) or more offices may be held by the same person, except that the duties of an officer described in subsection (a)(1) and an officer described in subsection (a)(2) may not be performed by the same person.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.212; P.L.216-2013, SEC.66.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 12. Officers Generally › 28-13-12-2. Powers and Duties

Sec. 2. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, 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.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 12. Officers Generally › 28-13-12-3. Resignation of Officer; Notice; Effective Date; Removal of Officer; Replacement of Chief Executive Officer

Sec. 3. (a) An officer may resign at any time by delivering notice:
(1) to the board of directors, its chairman, or the secretary of the corporation; or
(2) if the articles of incorporation or bylaws so provide, to another designated officer.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the corporation's board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(c) A board of directors may remove any officer at any time with or without cause.
(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.
(e) If a corporation replaces the chief executive officer of the corporation, the corporation shall give the department written notice of the replacement not later than thirty (30) days after the chief executive officer is replaced.
As added by P.L.14-1992, SEC.163. Amended by P.L.35-2010, SEC.204.