reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 12. Officers Generally › 28-13-12-4. Contract Rights; Effect of Election, Appointment, or Removal

Sec. 4. (a) The election or appointment of an officer does not 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 12. Officers Generally › 28-13-12-5. Adequate Fiduciary Coverage Required

Sec. 5. (a) Every corporation shall make provision for adequate fidelity coverage for all officers and employees having access to money or bonds of the corporation. The amount and form of fidelity coverage must be approved annually by the board of directors of the corporation. Coverage may be provided:
(1) in the form of a blanket fidelity bond issued by a corporate surety authorized to transact business in Indiana; or
(2) through the establishment of a separate reserve fund within the corporation for that purpose.
(b) If the corporation is a corporate fiduciary (as defined in IC 28-1-1-3), the corporation shall make provision for adequate fiduciary errors and omissions insurance coverage.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.89.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-1. "Corporation" Defined

Sec. 1. As used in this chapter, "corporation" includes a 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-2. "Director" Defined; Scope of Term

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, an officer, a partner, a trustee, a manager, an employee, or an agent of another foreign or domestic corporation, partnership, joint venture, limited liability company, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of a director.
As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.457.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-4. "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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-5. "Official Capacity" Defined; Scope of Term

Sec. 5. (a) As used in this chapter, "official capacity" means:
(1) when used with respect to a director, the office of director in a corporation; and
(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.
(b) The term does not include service for any other foreign or domestic corporation or any partnership, joint venture, limited liability company, trust, employee benefit plan, or other enterprise, whether for profit or not.
As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.458.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-6. "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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-7. "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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-8. Conditional Indemnification of Director Against Liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1) the individual's conduct was in good faith; 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 the corporation's best interests; and
(B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, the individual either:
(A) had reasonable cause to believe the individual's conduct was lawful; or
(B) had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2).
(c) The termination of a proceeding by judgment, order, settlement, or conviction is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
As added by P.L.14-1992, SEC.163. Amended by P.L.137-2014, SEC.42.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-9. Mandatory Indemnification of Director for Expenses of Successful Defense of Proceeding

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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-10. Advancement of Expenses Before Final Disposition of Proceeding; Conditions; Procedure

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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-11. Court Ordered Indemnification; Determination

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if the court 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-12. Standards for Conditional Determinations and Authorizations; Procedure

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 designated by the board of directors in which 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 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. However, 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.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-13. Indemnification of Corporate Officers and Employees Other Than Directors

Sec. 13. The following apply unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director.
(2) The corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director.
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by the corporation's articles of incorporation, bylaws, general or specific action of the corporation's board of directors, or contract.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-14. Liability Insurance Purchased and Maintained by Corporation

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual:
(1) who is or was a director, an officer, an employee, or an agent of the corporation; or
(2) who, while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of the corporation as a director, an officer, a partner, a trustee, a manager, an employee, or an agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise;
against liability asserted against or incurred by the individual in the capacity described in subdivision (1) or (2). The corporation may purchase and maintain insurance under this section whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.
As added by P.L.14-1992, SEC.163. Amended by P.L.8-1993, SEC.459.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 13. Indemnification of Directors › 28-13-13-15. Limitation of Remedies; Effect of Chapter

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders; or
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-1. Authority to Amend; Restriction on Shareholder Vested Rights

Sec. 1. (a) A corporation may amend the corporation's articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a provision is required or permitted to be in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or authorized to be in the bylaws by this article or the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-2. Adoption Without Shareholder Approval

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles of incorporation without shareholder action to:
(1) extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares and fractional shares if the corporation has only shares of that class outstanding;
(4) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or
(5) make any other change expressly permitted by this article to be made without shareholder action.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-4. Submission of Proposal to Shareholders; Recommendation; Approval Vote

Sec. 4. For an amendment to be adopted the following requirements must be met:
(1) The board of directors must adopt a resolution directing that the proposed amendment be submitted to a vote of the shareholders and the resolution shall be submitted to and approved by the directors before or after the proposed amendment or amendments are submitted to the shareholders.
(2) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation and communicates the basis for the board's determination to the shareholders with the amendment.
(3) The shareholders entitled to vote on the amendment must approve the amendment as provided in section 7 of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-6. Notice of Meeting

Sec. 6. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice of meeting must also do the following:
(1) State that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment.
(2) Contain or be accompanied by a copy or summary of the amendment.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.24 and P.L.134-2001, SEC.26.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-7. Vote Required

Sec. 7. Unless this article, the articles of incorporation, or the board of directors acting under section 5 of this chapter requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) the votes required by IC 28-13-6-6 and IC 28-13-6-7 by every other voting group entitled to vote on the amendment.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-8. Voting by Class or a Series of Shares

Sec. 8. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this article on a proposed amendment if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of the class;
(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) change the shares of all or part of the class into a different number of shares of the same class;
(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(8) limit or deny an existing preemptive right of all or part of the shares of the class;
(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; or
(10) decrease the number of shares of a class into a different number of shares of the same class to effect a reverse stock split.
(b) If a proposed amendment would affect a series of a class of shares in at least one (1) of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles at least two (2) series of shares to vote as separate voting groups under this section would affect those series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.25 and P.L.134-2001, SEC.27.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-8.5. Purchase Price of Stock

Sec. 8.5. (a) The following guidelines and procedures apply when requesting that the director approve an amendment to articles of incorporation resulting in a reverse stock split authorized by IC 28-13-14-8(a)(10):
(1) The purchase price of the stock must be based on market value if there is an established and active market in the corporation's stock. In the absence of such a market, the fair value of the stock must be determined by obtaining an independent appraisal of the shares upon which the purchase price will be based.
(2) If a market for the corporation's stock exists, the corporation shall clearly disclose to the shareholders how the purchase price was determined in relation to the market value.
(3) If an appraisal is obtained:
(A) the corporation shall disclose to its shareholders:
(i) that an appraisal has been obtained; and
(ii) the identity and qualifications of the person or firm preparing the appraisal, the criteria for selecting the person or firm, and the existence of any material relationship between the bank and the person or firm; and
(B) the corporation shall furnish to each shareholder a summary of the appraisal, the findings and recommendations, the basis for and methods of arriving at the findings and recommendations, and any limitations imposed by the corporation on the preparation of the appraisal.
The corporation must inform its shareholders that the appraisal is available for inspection.
(4) A shareholder that may vote on the amendment to the articles of incorporation on the question of the reverse stock split must be given dissenter's rights in the manner prescribed in IC 28-1-7-21 as if the transaction were a merger of consolidation.
(b) The corporation shall submit to the department a copy of the appraisal or information supporting the purchase price of the stock if an established market already exists, a copy of the proxy material to be sent to the shareholders, and any other correspondence sent to the shareholders describing the proposed amendment to the articles.
As added by P.L.63-2001, SEC.26 and P.L.134-2001, SEC.28.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-9. Adoption Before Issuance of Shares

Sec. 9. If a corporation has not yet issued shares:
(1) its board of directors; or
(2) if a board of directors has not been selected, the incorporators;
may adopt at least one (1) amendment to the corporation's articles of incorporation.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-10. Articles of Amendment; Contents

Sec. 10. A corporation amending its articles of incorporation shall prepare articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The text of each amendment adopted.
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
(4) The date of each amendment's adoption.
(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required.
(6) If an amendment was approved by the shareholders:
(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting; and
(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-12. Articles of Amendment; Preparation and Signature; Presentation for Approval or Disapproval and Filing

Sec. 12. (a) The articles of amendment shall be prepared and signed in triplicate by:
(1) an officer of the corporation;
(2) if the corporation has not yet issued shares, by a director of the corporation; or
(3) if the board of directors has not been selected, by the incorporator;
and shall be presented in triplicate to the department at its office for the approval or disapproval of the director.
(b) When the articles of amendment have been approved by the director, the articles shall be presented to the secretary of state for filing.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-13. Change of Corporate Name; Record of Articles of Amendment

Sec. 13. If a corporation amends its articles of incorporation to change its corporate name, the corporation may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time the amendment becomes effective a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-14. Restatement of Articles; Inclusion of Amendment; Shareholder Notification; Articles of Restatement; Changes Not Constituting Amendment

Sec. 14. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate the corporation's articles of incorporation at any time with or without shareholder action.
(b) The restatement may include at least one (1) amendment to the articles. If the restatement includes an amendment requiring shareholder approval, the amendment must be adopted as provided in sections 3 through 7 of this chapter.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice must also do the following:
(1) State that the purpose or one (1) of the purposes of the meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy of the restatement that identifies any amendment or other change the corporation would make in the articles.
(d) A corporation restating the corporation's articles of incorporation shall prepare articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if the restatement does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10 of this chapter.
Notwithstanding IC 28-12-2-1(4), the corporation is not required to include in the articles of restatement the name and address of each incorporator.
(e) The following do not constitute an amendment to a corporation's articles of incorporation:
(1) A reordering or renumbering of the articles or sections of the articles.
(2) The correction of grammatical or spelling errors.
As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.27 and P.L.134-2001, SEC.29; P.L.141-2005, SEC.26.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-15. Articles of Restatement; Form

Sec. 15. (a) The form of articles of restatement shall be prescribed and furnished by the department.
(b) Articles of restatement shall be prepared and signed in triplicate by:
(1) an officer of the corporation;
(2) if the corporation has not yet issued shares, by a director of the corporation; or
(3) if the board of directors has not been selected, by the incorporator;
and shall be presented in triplicate to the department at the department's office, for the approval or disapproval of the director.
(c) When the articles of restatement have been approved by the director, the articles shall be presented to the secretary of state for filing.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-16. Adopted Restated Articles; Superseding Original Articles and Amendments

Sec. 16. Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-17. Restated Articles of Incorporation; Certification

Sec. 17. The department and the secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by section 14(d) of this chapter.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 14. Amendment of Articles of Incorporation › 28-13-14-18. Effect of Amendment on Existing Rights, Causes of Action, and Proceedings

Sec. 18. (a) An amendment to articles of incorporation does not affect the following:
(1) A cause of action existing against or in favor of the corporation.
(2) A proceeding to which the corporation is a party.
(3) The preexisting rights of persons other than shareholders of the corporation.
(b) An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 15. Amendment of Bylaws › 28-13-15-1. Authority to Amend or Repeal

Sec. 1. Unless the articles of incorporation provide otherwise, only a corporation's board of directors may amend or repeal the corporation's bylaws.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 15. Amendment of Bylaws › 28-13-15-2. Greater Quorum or Voting Requirements; Shareholders Meeting; Directors Prohibited From Action

Sec. 2. (a) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than is required by this article.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 15. Amendment of Bylaws › 28-13-15-3. Greater Quorum or Voting Requirements; Directors Meeting; Voting Requisites

Sec. 3. (a) A bylaw that fixes a greater than majority quorum or voting requirement for action by the board of directors may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders; or
(2) if originally adopted by the board of directors, only by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater than majority quorum or voting requirement for action by the board of directors may provide that the bylaw may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for action by the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
As added by P.L.14-1992, SEC.163.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-1. "Qualifying Subsidiary" Defined

Sec. 1. As used in this chapter, "qualifying subsidiary" means a foreign or domestic corporation or limited liability company in which a financial institution has more than fifty percent (50%) ownership.
As added by P.L.215-1999, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-2. "Nonqualifying Subsidiary" Defined

Sec. 2. As used in this chapter, "nonqualifying subsidiary" means a foreign or domestic corporation or limited liability company in which a financial institution has fifty percent (50%) or less ownership.
As added by P.L.215-1999, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-3. "Financial Institution" Defined

Sec. 3. As used in this chapter, "financial institution" means:
(1) a bank (as defined by IC 28-1-1-3);
(2) a savings bank;
(3) a savings association; or
(4) an industrial loan and investment company that maintains federal deposit insurance.
As added by P.L.215-1999, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-4. Acquisition or Establishment; Powers of Subsidiary

Sec. 4. (a) A financial institution or any of its subsidiaries may acquire or establish a qualifying subsidiary by providing the department with written notice before acquiring or establishing the subsidiary. The department shall notify the requesting financial institution of the department's receipt of the notice.
(b) A subsidiary may exercise a power or engage in an activity permitted to be performed by a financial institution under the same conditions and restrictions as if the power or activity is performed by the financial institution itself, or the activity has been authorized as "activity eligible for notice" procedures under 12 CFR 5.34(e).
(c) The qualified subsidiary may exercise or engage in the activity thirty (30) days after the date on which the department receives the notification unless otherwise notified by the department.
As added by P.L.215-1999, SEC.10. Amended by P.L.258-2003, SEC.29; P.L.73-2004, SEC.42.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-5. Acquiring or Establishing a Nonqualifying Subsidiary; Application

Sec. 5. A financial institution or any of its subsidiaries may acquire or establish a nonqualifying subsidiary by submitting an application to the department containing:
(1) a complete description of the financial institution's investment in the subsidiary;
(2) the activity to be conducted; and
(3) a representation that the activity:
(A) could be performed by a financial institution under statutory authority of this title;
(B) is a part of or incidental to the business of banking as determined by the director; or
(C) has been authorized as "activity eligible for notice" procedures under 12 CFR 5.34(e).
The department shall notify the requesting financial institution of the department's receipt of the application.
As added by P.L.215-1999, SEC.10. Amended by P.L.73-2004, SEC.43; P.L.10-2006, SEC.77 and P.L.57-2006, SEC.77.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-6. Review of Notice or Application; Change in Scope or Nature of Business Activity of Qualifying or Nonqualifying Subsidiary

Sec. 6. (a) The department shall review a financial institution's notice or application to acquire or establish a qualifying or nonqualifying subsidiary to determine:
(1) whether the proposed activities are legally permissible; and
(2) whether the proposal endangers the safety or soundness of the financial institution.
The director shall either approve or disapprove the application for a nonqualifying subsidiary within sixty (60) days after the date on which the department receives the application. The period for approval or disapproval of the application may be extended by the department based on a determination that additional information from the financial institution or additional time for analysis is required.
(b) If there will be a change in the scope or nature of the business activity of a qualifying subsidiary of a financial institution, the financial institution shall provide the department with written notice before the change occurs. The department shall notify the requesting financial institution of the department's receipt of the notice and shall review the notice to determine:
(1) whether the proposed change is legally permissible; and
(2) whether the proposed change endangers the safety or soundness of the financial institution.
The qualifying subsidiary may exercise or engage in the proposed activity thirty (30) days after the date on which the department receives the financial institution's notice, as indicated in the department's notice of receipt, unless otherwise notified by the department.
(c) If there will be a change in the scope or nature of the business activity of a nonqualifying subsidiary of a financial institution, the financial institution shall submit to the department an application containing a complete description of the proposed change. The department shall notify the requesting financial institution of the department's receipt of the application and shall review the application to determine:
(1) whether the proposed change is legally permissible; and
(2) whether the proposed change endangers the safety or soundness of the financial institution.
The director shall either approve or disapprove the application not later than sixty (60) days after the date on which the department receives the application. The period for approval or disapproval of the application may be extended by the department based on a determination that additional information from the financial institution or additional time for analysis is required.
As added by P.L.215-1999, SEC.10. Amended by P.L.90-2008, SEC.79.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 16. Financial Institution Subsidiaries › 28-13-16-7. Subsidiaries Subject to Examination

Sec. 7. (a) Each qualifying subsidiary and nonqualifying subsidiary is subject to examination by the department or the appropriate federal banking supervisory authorities.
(b) If, upon examination, the department determines that a qualifying subsidiary or a nonqualifying subsidiary is operating in violation of law, regulation, or written condition or in an unsafe or unsound manner or otherwise threatens the safety and soundness of the financial institution, the department may direct the financial institution or subsidiary to take appropriate remedial action, which may include requiring the financial institution to divest or liquidate the subsidiary or discontinue specified activities.
As added by P.L.215-1999, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-1. "Financial Institution" Defined

Sec. 1. As used in this chapter "financial institution" has the meaning set forth in IC 28-13-16-3.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-2. "Financial Subsidiary" Defined

Sec. 2. As used in this chapter, "financial subsidiary" means a foreign or domestic corporation or limited liability company that is controlled by one (1) or more financial institutions that engages in a financial subsidiary activity.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-3. "Financial Subsidiary Activity" Defined

Sec. 3. As used in this chapter, "financial subsidiary activity" means:
(1) an activity that has been authorized for a financial subsidiary of a national bank under 12 U.S.C. 24a and that may be conducted by a national bank only through a financial subsidiary; or
(2) an activity that has been determined by the department to be financial in nature or incidental to a financial activity.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-4. "Control" Defined

Sec. 4. As used in this chapter, "control" has the meaning set forth in IC 28-2-13-12.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-5. "Hold an Interest" Defined

Sec. 5. As used in this chapter, "hold an interest" means the ownership of any equity capital of a financial subsidiary.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-6. "Equity Capital" Defined

Sec. 6. As used in this chapter, "equity capital" includes, in addition to an equity investment, a debt instrument issued by a financial subsidiary, if the instrument qualifies as capital of the financial subsidiary under any federal or state law, regulation, or interpretation applicable to the financial subsidiary.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-7. Interest in Financial Subsidiaries Engaged in Financial Subsidiary Activities

Sec. 7. (a) Notwithstanding any other law, but subject to the provisions of this chapter, a financial institution may control or hold an interest in a financial subsidiary that engages in financial subsidiary activities.
(b) This section does not require an activity to be conducted through a financial subsidiary that is authorized to be conducted directly by the financial institution.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.
2023 Indiana Code › Title 28. Financial Institutions › Article 13. Corporate Governance › Chapter 17. Financial Subsidiary Activities of Financial Institutions › 28-13-17-8. Financial Subsidiary Activities Engaged in as Principal or New Financial Subsidiary Activities

Sec. 8. (a) A financial institution may not establish, control, or hold an interest of a financial subsidiary that engages in financial subsidiary activities as principal or commence any new financial subsidiary activity under this section or under 12 U.S.C. 1831w(a) unless the following occur:
(1) An application has been filed with the department before the financial subsidiary of the financial institution conducts financial subsidiary activities.
(2) The department determines that the financial subsidiary activity poses no significant adverse effects to the safety and soundness of the financial institution and approves the application. An approval under this subdivision may be made subject to conditions and restrictions determined necessary by the department to prevent unsafe or unsound banking practices.
(3) The financial institution and the financial subsidiary comply with 12 U.S.C. 371c and 12 U.S.C. 371c-1, as if the subsidiary were a financial subsidiary, as defined in 12 U.S.C. 371c(e)(1).
(4) All financial institution affiliates of the financial institution are well-capitalized, as defined in the appropriate capital regulation and guidance of each financial institution's primary federal regulator, and the financial institution complies with the capital deduction requirement in accordance with 12 CFR 362.4(e)(1) through 12 CFR 362.4(e)(3), discloses that capital separation in any published financial statements and does not consolidate the financial subsidiary's assets and liabilities with those of the financial institution in any published financial statements.
(5) The financial institution and the financial subsidiary meet the financial and operational safeguards applicable to a financial subsidiary of a national bank conducting the same activities as provided in 12 U.S.C. 24a(d).
(b) A financial institution that controls or holds an interest in a financial subsidiary engaged in a financial subsidiary activity must comply with the requirements of subsection (a)(2) through (a)(5), as long as the financial institution's financial subsidiary is engaged in the financial subsidiary activity.
As added by P.L.63-2001, SEC.28 and P.L.134-2001, SEC.30.