reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 31. Voting Trusts and Agreements › 23-1-31-1. Voting Trust

Sec. 1. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (that may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after its effective date unless the voting or consenting rights granted by the trust are coupled with an interest in the shares to which the rights relate. However, if the agreement so provides, the irrevocable rights may from time to time be extended for additional periods of not more than ten (10) years each as to shares deposited under the agreement whose beneficial owners assent in writing to the extension. The rights are considered to be coupled with an interest in the shares if reserved or given:
(1) in connection with an option, authority, or contract to buy or sell the shares or part of the shares;
(2) in connection with the pledge of the shares or part of the shares to secure the performance or nonperformance of any act;
(3) in connection with the performance or nonperformance of any act, or an agreement therefor, by the corporation issuing the shares; or
(4) in connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.
(c) If an irrevocable voting trust is extended in accordance with subsection (b), the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
As added by P.L.149-1986, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 31. Voting Trusts and Agreements › 23-1-31-2. Voting Agreement

Sec. 2. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.
(b) A voting agreement created under this section is specifically enforceable.
As added by P.L.149-1986, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 32. Derivative Proceedings › 23-1-32-1. Right to Commence or Maintain Proceeding

Sec. 1. A person may not commence a proceeding in the right of a domestic or foreign 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. The 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.149-1986, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 32. Derivative Proceedings › 23-1-32-2. Complaint; Stay of Proceeding

Sec. 2. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did not make the demand. 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 4 of this chapter), the court may stay any proceeding until the investigation is completed.
As added by P.L.149-1986, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 32. Derivative Proceedings › 23-1-32-3. Discontinuance or Settlement of Proceeding

Sec. 3. (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 counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
As added by P.L.149-1986, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 32. Derivative Proceedings › 23-1-32-4. Committee of Disinterested Directors or Persons

Sec. 4. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of three (3) or more 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 shall be presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to such right or remedy, unless such shareholder can demonstrate that:
(1) the committee was not "disinterested" within the meaning of this section; or
(2) the committee's determination was not made after an investigation conducted in good faith.
(d) For purposes of this section, 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.149-1986, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 32. Derivative Proceedings › 23-1-32-5. "Shareholder" Defined

Sec. 5. 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.149-1986, SEC.16.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-1. Necessity of Board of Directors; Powers

Sec. 1. (a) Except as provided in subsection (c), 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, its board of directors, subject to any limitation set forth in the articles of incorporation.
(c) A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.
As added by P.L.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-2. Qualifications

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
As added by P.L.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-3. Number of Directors; Time for Electing

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(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. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the board of directors.
(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 6 of this chapter.
As added by P.L.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-4. Election of Directors by Classes of Shares

Sec. 4. 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 one (1) or more authorized classes of shares. Each class (or classes) of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
As added by P.L.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-5. Terms of Office

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:
(1) the next; or
(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;
annual shareholders' meeting following their election.
(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.149-1986, SEC.17. Amended by P.L.133-2009, SEC.23; P.L.118-2017, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-7. Resignation

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:
(1) a later effective date; or
(2) an effective date determined upon the happening of an event.
(c) A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable.
As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.10; P.L.133-2009, SEC.25.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-8. Removal

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 with or without cause unless the articles of incorporation provide otherwise.
(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) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, 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 they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and 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.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-9. Vacancies

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, they 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 but the new director may not take office until the vacancy occurs.
As added by P.L.149-1986, SEC.17.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-1. Meetings; Method of Conducting

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 hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
As added by P.L.149-1986, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-2. Action Taken Without a Meeting; Consent

Sec. 2. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, 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:
(1) evidenced by one (1) or more written consents describing the action taken;
(2) signed by each director;
(3) included in the minutes or filed with the corporate records reflecting the action taken; and
(4) delivered to the secretary.
(b) Action taken under this section is effective when the last director signs the consent, unless:
(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or
(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.
A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).
As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-3. 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.149-1986, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-4. Waiver of Notice

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.149-1986, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-5. Quorum; Assent to Action Taken

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, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c) 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 the articles of incorporation or bylaws provide otherwise.
(d) 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 deemed 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 it 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 its adjournment or to the secretary of the corporation immediately after adjournment of the meeting. 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.149-1986, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 34. Meetings and Action of Board of Directors › 23-1-34-6. Committees

Sec. 6. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it 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 their members 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 23-1-33-1.
(e) A committee may not, however:
(1) authorize distributions, except 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 its committees;
(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder approval; or
(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, except 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 23-1-35-1.
As added by P.L.149-1986, SEC.18. Amended by P.L.107-1987, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 35. Standards of Conduct for Directors › 23-1-35-2. Conflict of Interest Transaction

Sec. 2. (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. 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 this section, 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, officer, or 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 it 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.149-1986, SEC.19. Amended by P.L.107-1987, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 35. Standards of Conduct for Directors › 23-1-35-3. Loan or Guarantee to Director

Sec. 3. (a) Except as provided by subsection (c), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:
(1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or
(2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.
(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.
As added by P.L.149-1986, SEC.19.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 35. Standards of Conduct for Directors › 23-1-35-4. Unlawful Distribution; Liability; Contribution

Sec. 4. (a) Subject to section 1(e) 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 1(e) of this chapter; and
(2) from each shareholder for the amount the shareholder accepted.
As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.13.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 35. Standards of Conduct for Directors › 23-1-35-5. Directors and Business Opportunities; Conflicts of Interest

Sec. 5. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if one (1) or more of the following applies:
(1) The opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the board of directors or a committee of the board of directors before the director became legally obligated regarding the opportunity, and the board of directors or committee of the board of directors disclaimed the corporation's interest in the opportunity.
(2) The opportunity and all material facts concerning the business opportunity then known to the director were disclosed to or known by the shareholders entitled to vote before the director became legally obligated regarding the opportunity, and the shareholders disclaimed the corporation's interest in the opportunity.
(b) For purposes of subsection (a)(1), a business opportunity is disclaimed if approved in the manner provided in section 2(c) of this chapter as if the business opportunity were a conflict of interest transaction.
(c) For purposes of subsection (a)(2), a business opportunity is disclaimed if approved in the manner provided in section 2(d) of this chapter as if the business opportunity were a conflict of interest transaction.
(d) In any proceeding seeking equitable relief or other remedies against a director for the director allegedly improperly taking advantage of a business opportunity, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation under the circumstances.
As added by P.L.133-2009, SEC.28. Amended by P.L.1-2010, SEC.92.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 36. Officers Generally › 23-1-36-1. Officers; Election or Appointment; Secretary

Sec. 1. (a) A corporation has the officers described in its bylaws or elected or appointed by the board of directors in accordance with the bylaws or appointed by a duly elected or appointed officer in accordance with the bylaws. However, a corporation must have at least one (1) officer.
(b) A duly elected or appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation, and that officer is considered the secretary of the corporation for purposes of this article.
(d) The same individual may simultaneously hold more than one (1) office in a corporation.
As added by P.L.149-1986, SEC.20.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 36. Officers Generally › 23-1-36-2. 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.149-1986, SEC.20.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 36. Officers Generally › 23-1-36-3. Resignation; Removal

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, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(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.
As added by P.L.149-1986, SEC.20. Amended by P.L.107-1987, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 36. Officers Generally › 23-1-36-4. Contract Rights

Sec. 4. (a) The election or appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
As added by P.L.149-1986, SEC.20.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-1. "Corporation" Defined

Sec. 1. As used in this chapter, "corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-2. "Director" Defined

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.303.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-4. "Liability" Defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-5. "Official Capacity" Defined

Sec. 5. As used in this chapter, "official capacity" means:
(1) when used with respect to a director, the office of director in a corporation; and
(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.
As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.304.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-6. "Party" Defined

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-7. "Proceeding" Defined

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-8. Indemnification of Director Against Liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed:
(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and
(B) in all other cases, that the individual's conduct was at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual either:
(A) had reasonable cause to believe the individual's conduct was lawful; or
(B) had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-9. Mandatory Indemnification of Director Against Expenses

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-10. Reimbursement of Expenses in Advance of Final Disposition

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter;
(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-11. Application to Court for Indemnification

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:
(1) the director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-12. Authorization of Indemnification

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.
(b) The determination shall be made by any one (1) of the following procedures:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding.
(3) By special legal counsel:
(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or
(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate).
(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-13. Officers, Employees, and Agents; Indemnification and Advance of Expenses

Sec. 13. Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter, and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-14. Insurance Against Liability

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, member, manager, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter. The:
(1) corporation may purchase insurance under this section from; and
(2) insurance purchased under this section may be reinsured in whole or in part by;
an insurer that is owned by or otherwise affiliated with the corporation whether the insurer does or does not do business with other persons.
As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.300; P.L.8-1993, SEC.305; P.L.1-1994, SEC.116.