reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-4. Articles of Merger; Contents; Effective Date; Filing

Sec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:
(1) The name of the surviving corporation following the merger.
(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors.
(3) If approval by members was required, the following:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.
(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.
(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.
(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation's corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.
As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-4.5. Amendment or Abandonment of Plan of Merger

Sec. 4.5. (a) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be amended in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
(b) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights), without further member action, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
As added by P.L.118-2017, SEC.90.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-5. Effect of Mergers

Sec. 5. (a) When a merger takes effect the following occur:
(1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.
(2) The title to real property and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.
(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger.
(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
(b) After a merger takes effect as provided in this article, any terms of the plan of merger that are not included in the articles of incorporation shall be considered to be contract rights only and not part of the governing document of the corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-6. Foreign Corporations

Sec. 6. (a) Except as provided in section 2 of this chapter, foreign business or nonprofit corporations may merge with domestic nonprofit corporations if the following conditions are met:
(1) The merger is permitted by the law of the state or country under whose laws each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.
(2) The foreign corporation complies with section 4 of this chapter if the foreign corporation is the surviving corporation of the merger.
(3) Each domestic nonprofit corporation complies with sections 1 through 3 of this chapter and, if the domestic nonprofit corporation is the surviving corporation of the merger, with section 4 of this chapter.
(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is considered to have irrevocably appointed the secretary of state as the agent for service of process for the business or corporation in any proceeding brought against the business or corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-7. Bequests, Devises, Gifts, Grants, or Promises

Sec. 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that:
(1) is made to a constituent corporation; and
(2) takes effect or remains payable after the merger;
inures to the surviving corporation unless a will or other instrument otherwise specifically provides.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-8. Compliance With Related Provisions

Sec. 8. A domestic business corporation that is a party to a merger with a nonprofit corporation under this chapter shall comply with all applicable requirements of IC 23-1 relating to mergers except when inconsistent with this chapter. A domestic business corporation that is the survivor of a merger with a nonprofit corporation is subject to IC 23-1 after the merger.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 20. Sale of Assets › 23-17-20-1. Disposal and Encumbrance of Property

Sec. 1. (a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do the following:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of the corporation's activities.
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, with or without recourse, or otherwise encumber the corporation's property whether or not in the usual and regular course of the corporation's activities.
(b) Unless articles of incorporation require approval of the members or any other person of a transaction described in subsection (a) is not required.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 21. Distributions › 23-17-21-2. Exceptions to Prohibition

Sec. 2. (a) A mutual benefit corporation may purchase the corporation's memberships if, after the purchase is completed:
(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and
(2) the corporation's total assets would at least equal the sum of the corporation's total liabilities.
(b) Corporations may make distributions upon dissolution in conformity with IC 23-0.5-6, IC 23-17-22, or IC 23-17-24.
(c) A corporation may, in conformity with the purposes of the corporation, make distributions to and confer benefits on a member or an affiliate that is a governmental entity (as defined under IC 34-6-2-49) or a member or an affiliate that is another nonprofit domestic or foreign entity if, after any distribution is completed:
(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and
(2) the corporation's total assets would at least equal the corporation's total liabilities.
An affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with the corporation. Control includes the power to select the corporation's board of directors.
(d) Corporations may repay loans or advances in accordance with and to the extent authorized under IC 23-17-7-9.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1998, SEC.129; P.L.118-2017, SEC.91.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-1. Corporations Without Members; Corporations That Have Not Commenced Business; Articles of Dissolution; Contents

Sec. 1. A majority of the incorporators or initial directors of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) Either:
(A) that no membership in the corporation has been issued; or
(B) that the corporation has not commenced business.
(4) That no debt of the corporation remains unpaid.
(5) That a majority of the incorporators or initial directors authorized the dissolution.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-2. Proposals by Board; Conditions for Adoption; Notice

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the following conditions must be met:
(1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members.
(2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f).
(3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submission of the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation.
(f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.
As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-3. Articles of Dissolution; Contents

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) A statement that dissolution was approved by a sufficient vote of the board of directors.
(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.
(5) If approval by members was required, the following:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.
(B) The total number of:
(i) votes cast for and against dissolution by each class entitled to vote separately on dissolution; or
(ii) undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
(6) If approval of dissolution was by a person other than the members, a statement that approval under section 2(b)(3) of this chapter was obtained.
(b) A corporation is dissolved upon the effective date of the corporation's articles of dissolution.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-4. Revocation; Authorization; Articles of Revocation; Contents; Effect

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitted revocation by action of the board of directors alone, allowing the board of directors to revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of the corporation's articles of dissolution, that set forth the following:
(1) The name of the corporation.
(2) The effective date of the dissolution that was revoked.
(3) The date that the revocation of dissolution was authorized.
(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect.
(5) If the corporation's board of directors revoked a dissolution authorized by the members or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone under that authorization.
(6) If member or third person action was required to revoke the dissolution, the information required by section 3(a)(5) and 3(a)(6) of this chapter.
(d) Revocation of dissolution is effective upon the effective date specified in the articles of revocation of dissolution.
(e) When a revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution. The corporation resumes carrying on the corporation's activities as if dissolution had never occurred.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-5. Continued Existence; Winding Up and Liquidation; Effect of Dissolution

Sec. 5. (a) A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, including the following:
(1) Preserving and protecting the corporation's assets and minimizing the corporation's liabilities.
(2) Discharging or making provision for discharging the corporation's liabilities and obligations.
(3) Disposing of the corporation's properties that will not be distributed in kind.
(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance that occurs by reason of the dissolution, in accordance with the condition.
(5) Transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's articles of incorporation or bylaws.
(6) If the corporation is a public benefit or religious corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation's assets:
(A) to a person described in Section 501(c)(3) of the Internal Revenue Code; or
(B) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation.
(7) If the corporation is a mutual benefit corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring the corporation's assets to the corporation's members or, if the corporation has no members, to those persons whom the corporation holds the corporation out as benefiting or serving.
(8) Doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the state under IC 23-17-30-1(b).
(b) Dissolution of a corporation does not do the following:
(1) Transfer title to the corporation's property.
(2) Subject the corporation's directors or officers to standards of conduct different from those under this title.
(3) Change the following:
(A) Quorum or voting requirements for the corporation's board of directors or members.
(B) Requirements for selection, resignation, or removal of the corporation's directors or officers.
(C) Requirements for amending the corporation's bylaws.
(4) Prevent commencement of a proceeding by or against the corporation in the corporation's corporate name.
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
(6) Terminate the authority of a registered agent.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-6. Claims Against Dissolved Corporation; Notice to Claimants; Limitation of Actions

Sec. 6. (a) A dissolved corporation may dispose of the known claims against the corporation by following the procedure described in this section.
(b) The dissolved corporation shall notify the corporation's known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do the following:
(1) Specify the amount that the dissolved corporation believes will satisfy the claim.
(2) Inform the creditor that the creditor has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim.
(3) Provide a mailing address where a dispute of the amount of the claim may be sent.
(4) State the deadline, which may not be less than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim.
(5) State that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline.
(c) If the amount of a claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not later than ninety (90) days after the effective date of the dissolved corporation's rejection notice.
(d) The amount of the claim is fixed if:
(1) the claimant does not notify the dissolved corporation by the deadline; or
(2) the claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding not later than ninety (90) days from the effective date of the rejection notice.
(e) Regardless of a dispute in the amount of a claim, the dissolved corporation must tender to the claimant the amount of the claim set forth by the dissolved corporation in the notice of claim not later than thirty (30) days after the earlier of the following dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding to enforce the claim.
(f) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 22. General Dissolution › 23-17-22-7. Claims Against Dissolved Corporation; Notice by Publication; Limitation of Actions; Enforcement

Sec. 7. (a) A dissolved corporation may also publish notice of the corporation's dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.
(b) The notice must do the following:
(1) Be published one (1) time in a newspaper of general circulation in the county where:
(A) the dissolved corporation's principal office is or was last located; or
(B) if the principal office is not located in Indiana, the corporation's registered office is or was last located.
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of the notice.
(c) If a dissolved corporation publishes a newspaper notice under subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation not later than two (2) years after the publication date of the newspaper notice:
(1) A claimant who did not receive written notice under section 6 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on.
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation to the extent of the corporation's undistributed assets; or
(2) if the assets have been distributed in liquidation, against a person, other than a creditor of the corporation, to whom the corporation distributed the corporation's property to the extent of the distributee's pro rata share of the claim or the corporation assets distributed to the person in liquidation, whichever is less. The distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 24. Judicial Dissolution › 23-17-24-1. Judicial Dissolution; When Allowable; Factors Considered

Sec. 1. (a) A circuit court or superior court may dissolve a corporation as follows:
(1) In a proceeding by the attorney general if one (1) of the following is established:
(A) The corporation obtained the corporation's articles of incorporation through fraud.
(B) The corporation has continued to exceed or abuse the authority conferred upon the corporation by law.
(C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted.
(D) The corporation is a public benefit corporation and is no longer able to carry out the corporation's purposes.
(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding at least five percent (5%) of the voting power, whichever is less, or by a director or a person specified in articles of corporation, if one (1) of the following is established:
(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock.
(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.
(C) The members have deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.
(D) The corporate assets are being misapplied or wasted.
(E) The corporation is a public benefit or religious corporation and is no longer able to carry out the corporation's purposes.
(3) In a proceeding by a creditor if either of the following is established:
(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.
(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(4) In a proceeding by the corporation to have the corporation's voluntary dissolution continued under court supervision.
(b) Before dissolving a corporation, a court must consider the following:
(1) Reasonable alternatives to dissolution.
(2) If dissolution is in the public interest if the corporation is a public benefit corporation.
(3) If dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 24. Judicial Dissolution › 23-17-24-1.5. Remedies, Assurance of Voluntary Compliance

Sec. 1.5. (a) This section applies to the following:
(1) Notwithstanding IC 23-17-1-1, all corporations organized under Indiana law for a purpose for which a corporation may be organized under this article, regardless of the date of incorporation.
(2) A foreign corporation that desires to transact business in Indiana.
(b) In addition to a dissolution under section 1 of this chapter, the attorney general may petition a court to issue one (1) or more of the following remedies:
(1) Injunctive relief.
(2) Appointment of temporary or permanent receivers.
(3) Permanent removal of trustees, corporate officers, or directors who have breached the fiduciary duty.
(4) Appointment of permanent court approved replacement trustees, corporate officers or directors, and members.
(c) The attorney general may seek a remedy against any or all of the following:
(1) If the attorney general establishes a condition enumerated in section 1(a)(1) of this chapter, a corporation.
(2) For a violation of the officer's duties under IC 23-17-14-2, a corporate officer.
(3) For a violation of IC 23-17-13, a corporate director.
(d) In addition to any remedies described in subsection (b), the attorney general may accept a written assurance of voluntary compliance with respect to:
(1) a past, an existing, or an imminent condition enumerated in section 1(a)(1) of this chapter; or
(2) any past, existing, or imminent violation of a duty under this article by a corporation, director, officer, member, trustee, or other corporate principal.
(e) An assurance of voluntary compliance described in subsection (d) may include a stipulation for the voluntary payment by the person of:
(1) the costs of an investigation;
(2) an amount to be held in escrow pending the outcome of an action;
(3) an amount to be held in escrow pending the outcome of an action as restitution to an aggrieved nonprofit corporation or person; or
(4) both amounts described in subdivisions (2) and (3).
(f) An assurance of voluntary compliance described in subsection (d):
(1) must be filed with; and
(2) is subject to the approval of;
the court having jurisdiction.
(g) An assurance of voluntary compliance described in subsection (d) is not considered an admission of a violation of any law.
(h) If the attorney general closes a matter by accepting an assurance of voluntary compliance described in subsection (d), the attorney general may reopen the matter for further proceedings within the period of the applicable statute of limitations.
As added by P.L.245-2005, SEC.4. Amended by P.L.65-2014, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 24. Judicial Dissolution › 23-17-24-2. Venue; Parties; Judicial Authority; Notice to Attorney General

Sec. 2. (a) Venue for a proceeding brought by the attorney general against a corporation or its officers or directors lies in Marion County. Venue for a proceeding brought by any other party named under section 1 of this chapter lies in the county where:
(1) a corporation's principal office is or was last located; or
(2) if the principal office is not located in Indiana, the corporation's registered office is or was last located.
(b) A director or a member does not have to be made a party to a proceeding to dissolve a corporation unless relief is sought against a director or a member individually.
(c) A court in a proceeding brought to dissolve a corporation may do the following:
(1) Issue injunctions.
(2) Appoint a receiver or custodian pendente lite with all powers and duties the court directs.
(3) Take other action required to preserve the corporate assets wherever located.
(4) Carry on the activities of the corporation until a full hearing can be held.
(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall give written notice without delay of the proceeding to the attorney general who may intervene.
As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 24. Judicial Dissolution › 23-17-24-3. Receivers and Custodians

Sec. 3. (a) A court in a judicial proceeding brought by the attorney general or by any other party named under section 1 of this chapter to dissolve a public benefit or mutual benefit corporation may appoint at least one (1):
(1) receiver to wind up and liquidate; or
(2) custodian to manage;
the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation's property wherever located.
(b) The court may appoint an individual or a domestic or foreign business or nonprofit corporation authorized to transact business in Indiana as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in the appointing order, which may be amended from time to time, including the following:
(1) The receiver may do the following:
(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the corporation is subject to a trust, an endowment, and other restrictions that would be applicable to the corporation.
(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Indiana courts.
(2) The custodian may exercise all of the powers of the corporation, through or in place of the corporation's board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation's members and creditors or to carry out the corporation's lawful purposes.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation and the corporation's members and creditors.
(e) The court may, during the receivership or custodianship, order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 24. Judicial Dissolution › 23-17-24-4. Decree of Dissolution; Winding Up Affairs

Sec. 4. (a) If after a hearing the court determines that a ground for judicial dissolution described in section 1 of this chapter exists, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certificate copy of the decree to the secretary of state, who shall file the certificate copy.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidating of the corporation's affairs in accordance with IC 23-17-22-5 and the notification of the corporation's claimants under IC 23-17-22-6 and IC 23-17-22-7.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 25. Private Foundations › 23-17-25-1. Duties and Prohibitions

Sec. 1. Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation (as defined in Section 509(a) of the Internal Revenue Code of 1986, as amended) shall do the following:
(1) Distribute amounts for each taxable year at a time and in a manner as to not subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1986.
(2) Not engage in an act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1986).
(3) Not retain excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code of 1986).
(4) Not make investments in a manner as to subject the corporation to taxes on investments that jeopardize charitable purposes (as defined in Section 4944 of the Internal Revenue Code of 1986).
(5) Not make taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1986).
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 25.5. Restrictions on the Regulation of Charitable Organizations › 23-17-25.5-1. "Charitable Organization"

Sec. 1. As used in this chapter, "charitable organization" means any organization described in Section 501 of the Internal Revenue Code.
As added by P.L.40-2023, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 25.5. Restrictions on the Regulation of Charitable Organizations › 23-17-25.5-2. "State Agency"

Sec. 2. As used in this chapter, "state agency" has the meaning set forth in IC 4-1-13-1.
As added by P.L.40-2023, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 25.5. Restrictions on the Regulation of Charitable Organizations › 23-17-25.5-3. Restriction on Reporting Requirements; Exceptions

Sec. 3. (a) Except as otherwise specifically required or authorized by federal law, and except as provided in subsection (b), a:
(1) state agency; or
(2) state official;
may not impose on a charitable organization any filing or reporting requirements that are more stringent or burdensome than those imposed by, or authorized under, state or federal law.
(b) The limitation set forth in subsection (a) does not apply:
(1) to requirements imposed in connection with:
(A) state grants or contracts; or
(B) fraud investigations; or
(2) in connection with an enforcement action against a specific charitable organization.
As added by P.L.40-2023, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-1. Required Records

Sec. 1. (a) A corporation shall keep as permanent records a record of the following:
(1) Minutes of meetings of the corporation's members and board of directors.
(2) A record of actions taken by the members or directors without a meeting.
(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the corporation's principal office:
(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the corporation's current directors and officers.
(7) The corporation's most recent biennial report delivered to the secretary of state under IC 23-0.5-2-13.
(f) Except as otherwise provided in articles of incorporation or bylaws, ballots must be retained by a corporation until the earlier of the following:
(1) The date of the next annual meeting.
(2) One (1) year after the date the ballot was received.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.8; P.L.119-2015, SEC.61; P.L.118-2017, SEC.94.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-2. Member's Right to Inspect and Copy Records

Sec. 2. (a) Subject to subsection (e) and section 3(c) of this chapter, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, the records of the corporation described in section 1(e) of this chapter if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member desires to inspect and copy.
(b) Subject to subsection (e), a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member desires to inspect and copy:
(1) Excerpts from records required to be maintained under section 1(a) of this chapter, to the extent not subject to inspection under subsection (a).
(2) Accounting records of the corporation.
(3) Subject to section 5 of this chapter, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) only if the following conditions exist:
(1) The member's demand is made in good faith and for a proper purpose.
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect.
(3) The records are directly connected with the purpose.
(d) This section does not affect the following:
(1) The rights of a member to inspect records under IC 23-17-11-1 or, if the member is in litigation with the corporation, to the same extent as any other litigant.
(2) The power of a court, independently of this article, to compel the production of corporate records for examination.
(e) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy a corporate record.
(f) The articles of incorporation of a corporation may limit or abolish the following:
(1) The right of a member to obtain from the corporation information as to the identity of contributors to the corporation.
(2) The right of a member or the member's agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to other members through the corporation at the expense of the member making the request.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-3. Inspection by Member's Agent or Attorney; Copies; Costs; List of Members

Sec. 3. (a) A member's agent or attorney, if authorized in writing, has the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under section 2 of this chapter includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) A corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) A corporation may comply with a member's demand to inspect the record of members under section 2(b)(3) of this chapter by providing the member with a list of the corporation's members that was compiled not earlier than the date of the member's demand.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-4. Court Order for Inspection and Copying; Payment of Costs by Corporation; Restrictions on Use of Records

Sec. 4. (a) If a corporation does not allow a member who complies with section 2(a) of this chapter to inspect and copy records required under section 2(a) of this chapter to be available for inspection, the circuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, the corporation's registered office is located;
may order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, a member who complies with section 2(b) and 2(c) of this chapter may apply to the circuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, the corporation's registered office is located;
for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the member's costs, including reasonable attorney's fees, incurred to obtain the order unless the corporation proves that the corporation refused inspection in good faith because the corporation had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding member.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-5. Membership List; Use

Sec. 5. Without the consent of a board of directors, all or part of a membership list may not be obtained or used by a person for a purpose unrelated to a member's interest as a member. Without the consent of the board of directors, all or part of a membership list may not be:
(1) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) used for a commercial purpose; or
(3) sold to or purchased by a person.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-6. Annual Financial Statements; Furnishing to Members

Sec. 6. (a) Except as provided in articles of incorporation or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish the member the corporation's latest annual financial statements, which may be consolidated or combined statements of the corporation and the corporation's subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If annual financial statements are reported upon by a certified public accountant, the accountant's report must accompany the statements. If annual financial statements are not reported upon by a certified public accountant, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records that does the following:
(1) States the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describes the basis of preparation.
(2) Describes any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-7. Indemnification or Advance of Expenses to Director; Report to Members

Sec. 7. If a corporation indemnifies or advances expenses to a director under IC 23-17-16-1 through IC 23-17-16-11 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 27. Records and Reports › 23-17-27-8. Repealed

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.15; P.L.11-1996, SEC.24; P.L.119-2015, SEC.62. Repealed by P.L.118-2017, SEC.95.