reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-2. Notice; Means of Communication

Sec. 2. Notice, if otherwise in proper form under this article and subject to the requirements of section 1 of this chapter, may be communicated by any of the following:
(1) In person.
(2) By telephone, telegraph, teletype, or other form of wire or wireless communication.
(3) By mail.
(4) By a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-3. Corporations; Notice by Mail

Sec. 3. Written notice by a domestic or foreign corporation to a member is effective when mailed, if correctly addressed to the member's address shown in the corporation's current record of members.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-4. Address of Corporations; Notice

Sec. 4. Written notice to a domestic or foreign corporation authorized to transact business in Indiana, other than in the corporation's capacity as a member, may be addressed to the corporation's registered agent at the corporation's registered office or to the corporation's secretary at the corporation's principal office shown in the most recent filing of the corporation under this article.
As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-5. Effective Date of Notice

Sec. 5. Except as provided in this chapter or other applicable law, written notice is effective at the earliest of the following:
(1) When received.
(2) Five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the most current records of the corporation.
(3) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(4) Thirty (30) days after the notice is deposited with another method of the United States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed correctly addressed to the address listed in the most current records of the corporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.9.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-6. Newsletters, Magazines, or Other Publications; Written Notice

Sec. 6. A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or if members are residents of the same household and have the same address in the corporation's current list of members, if addressed or delivered to one (1) of the members at the address appearing on the current list of members.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 28. Notice › 23-17-28-8. Prescribed Notice Requirements

Sec. 8. If this article prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this chapter or other provisions of this article, those requirements govern.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 30. Miscellaneous Provisions › 23-17-30-1. Dissolution of Corporations; Transfer and Distribution of Assets

Sec. 1. (a) Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive the assets shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state or other appropriate state official for safekeeping. The treasurer of state may receive and hold property in kind. When a creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the treasurer of state shall deliver to the creditor, claimant, or member, or a person representing a creditor, claimant, or member, that amount.
(b) On dissolution of a corporation, assets remaining after distribution shall escheat to the state. The corporation shall pay the assets to the state general fund through payment to the treasurer of state.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 30. Miscellaneous Provisions › 23-17-30-2. Religious Doctrines; Conflict With Statutes

Sec. 2. If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with this article, the religious doctrine or practice control to the extent required by the Constitution of the United States or the Constitution of the State of Indiana.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 30. Miscellaneous Provisions › 23-17-30-3. Secretary of State; Powers and Duties

Sec. 3. The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office by this article.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 30. Miscellaneous Provisions › 23-17-30-4. Meetings Impractical or Impossible; Court Orders

Sec. 4. (a) If it is impractical or impossible for a corporation to call or conduct a meeting of the corporation's members, delegates, or directors or otherwise obtain their consent in the manner prescribed by the corporation's articles of incorporation, bylaws, or this article, upon petition of a director, an officer, a delegate, a member, or the attorney general the circuit or superior court of the county where a corporation's principal office is located may order that a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, bylaws, and this article, whether or not the method results in actual notice to all persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c) An order issued under this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement concerning quorums or the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation, bylaws, or this article.
(d) When practical, an order issued under this section must limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, for which the resolution may enable the corporation to continue managing the corporation's affairs without further resort to this section. However, an order under this section may also authorize the obtaining of any votes and approvals that are necessary for a dissolution, merger, or sale of assets.
(e) A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section that complies with the order, is considered a valid meeting or vote and has the same force and effect as if the meeting or method complied with every requirement imposed by the articles of incorporation, bylaws, and this article.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-1. Application of Chapter

Sec. 1. This chapter does not apply to:
(1) a national securities association that is registered:
(A) under Section 15(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3); and
(B) in accordance with any regulations adopted under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.); or
(2) any information a national securities association described in subdivision (1) provides to the secretary of state under IC 23-19 or under rules adopted or orders issued under IC 23-19.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-2. "Nonprofit Hospital"

Sec. 2. As used in this chapter, "nonprofit hospital" means a hospital licensed under IC 16-21:
(1) that is organized as a nonprofit organization or charitable trust; and
(2) that is:
(A) eligible for tax exempt bond financing; or
(B) exempt from state or local taxes.
The term does not include a county hospital or municipal hospital licensed under IC 16-21-2 that is governed by IC 16-22-2, IC 16-22-8, or IC 16-23.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-3. "Nonprofit Organization"

Sec. 3. As used in this chapter, "nonprofit organization" means one (1) of the following:
(1) A domestic corporation (as defined in IC 23-17-2-11).
(2) A foreign corporation (as defined in IC 23-17-2-13).
(3) An entity that is exempt from federal income tax under Section 501(c) of the Internal Revenue Code.
(4) An entity that has submitted an application with the Internal Revenue Service for recognition of an exemption under Section 501(c) of the Internal Revenue Code.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-4. "Person"

Sec. 4. As used in this chapter, "person" has the meaning set forth in IC 23-17-2-20.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-5. "Personal Information"

Sec. 5. As used in this chapter, "personal information" means any compilation of data (including any list, record, registry, roll, or roster) that directly or indirectly identifies a person as a:
(1) member of;
(2) supporter of;
(3) volunteer for; or
(4) donor of financial or nonfinancial support to;
a nonprofit organization.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-6. "Public Agency"

Sec. 6. As used in this chapter, "public agency" means a:
(1) state agency (as defined in IC 1-1-15-3); or
(2) political subdivision (as defined in IC 36-1-2-13).
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-8. Civil Action for Violation of Privacy Protections

Sec. 8. (a) A person alleging a violation of this chapter may bring a civil action in a court of competent jurisdiction for either or both of the following:
(1) Injunctive relief.
(2) Damages as follows:
(A) A sum of money:
(i) to be determined by the court; but
(ii) not less than two thousand five hundred dollars ($2,500);
per violation to compensate the person for injury or loss caused by the violation.
(B) If the court finds that the violation was intentional, an increased sum of money in an amount not to exceed three (3) times the amount that would otherwise be awarded under clause (A).
(b) A court, in rendering a judgment in an action brought under this section, may award all or part of the costs of the action, including reasonable attorney's fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors › 23-17-32-9. Application to Public Employee, Official, or Contractor

Sec. 9. Any:
(1) public employee;
(2) public official; or
(3) employee or officer of a:
(A) contractor; or
(B) subcontractor;
of a public agency;
who violates this chapter is subject to penalties and discipline set forth in IC 5-14-3-10.
As added by P.L.221-2023, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-3. "Articles of Organization"

Sec. 3. "Articles of organization" means the articles of organization described by IC 23-18-2-4 and any amended or restated articles of organization.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-5. "Contribution"

Sec. 5. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a person transfers to a limited liability company in the capacity as a member.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-6. "Corporation"

Sec. 6. "Corporation" means a domestic corporation or a foreign corporation (as defined in either IC 23-0.5 or IC 23-17).
As added by P.L.8-1993, SEC.301. Amended by P.L.156-2023, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-7. "Distribution"

Sec. 7. "Distribution" means a direct or an indirect transfer of money or other property or the incurrence or the transfer of indebtedness by a limited liability company to or for the benefit of its members in respect of their interests in the limited liability company. A distribution may be in the form of a declaration or payment of a dividend, purchase, redemption, or other acquisition of an interest, a distribution of indebtedness, or otherwise. The term does not include:
(1) amounts constituting reasonable compensation for past or present services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefit program; or
(2) the making of or payment or performance upon a bona fide guaranty or similar arrangement by a limited liability company to or for the benefit of its members.
However, the failure of an amount to satisfy subdivision (1), or of a payment or performance to satisfy subdivision (2), is not determinative of whether the amount, payment, or performance is a distribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.26; P.L.40-2013, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-8. "Event of Dissociation"

Sec. 8. "Event of dissociation" means an event that causes a person to cease being a member of a limited liability company as provided by IC 23-18-6-5.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-9. "Foreign Limited Liability Company"

Sec. 9. "Foreign limited liability company" means an entity that is:
(1) an unincorporated association organized under the laws of a state other than Indiana or another jurisdiction, including a foreign country;
(2) organized under a statute that affords each member of the entity limited liability with respect to the activities and ownership of the entity; and
(3) not required to obtain a certificate of registration as a foreign limited partnership under IC 23-16 or qualify to transact business as a foreign business trust under IC 23-5.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-10. "Interest"

Sec. 10. "Interest" means a member's economic rights in the limited liability company, including the member's share of the profits and losses of the limited liability company and the right to receive distributions from the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-11. "Limited Liability Company" or "Domestic Limited Liability Company"

Sec. 11. "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association organized under this article.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-13. "Majority in Interest of the Members"

Sec. 13. "Majority in interest of the members" means the members who have made more than fifty percent (50%) of the agreed value, as stated in the records of the limited liability company, of the total contributions made by all members, to the extent that the contributions have not been previously returned.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-14. "Manager"

Sec. 14. "Manager" means, with respect to a limited liability company whose articles of organization provide for a manager, a person designated in accordance with the authority under IC 23-18-4-1(b).
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-15. "Member"

Sec. 15. "Member" means a person admitted to membership in a limited liability company under IC 23-18-6-1 and as to whom an event of dissociation has not occurred.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-16. "Operating Agreement"

Sec. 16. "Operating agreement" means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-17. "Person"

Sec. 17. "Person" means an individual, a corporation, a general or limited partnership, an association, a limited liability company, a foreign limited liability company, a business trust, or another legal or commercial entity.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 1. Definitions › 23-18-1-18. "Principal Office"

Sec. 18. "Principal office" means the office, within or outside of Indiana, so designated in the biennial report where the principal executive offices of a domestic or foreign limited liability company are located.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-1. Organization; Purpose; Regulation

Sec. 1. (a) A limited liability company may:
(1) be organized under this article for any business, personal, or nonprofit purpose; and
(2) conduct business in any state for any lawful purpose;
unless a more limited purpose is set forth in its articles of organization.
(b) A limited liability company must comply with any statute that regulates the limited liability company's business.
As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-3. Professional Licensing or Regulatory Authorities; Powers

Sec. 3. Except for the prohibitions in this article concerning the personal liability of members, managers, employees, and agents of a limited liability company organized under this article, nothing in this article is intended to restrict or limit in any manner the authority and duty of any licensing authority (as defined in IC 23-1.5-1-9) or to regulate the provision of professional services (as defined in IC 23-1.5-1-11) within Indiana, notwithstanding that the member, manager, or employee of a limited liability company is providing professional services or engaging in the practice of a profession through the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-4. Formation; Articles of Organization; Contents

Sec. 4. (a) At least one (1) person may form a limited liability company by causing articles of organization to be executed and filed for record with the office of the secretary of state. A person does not need to be a member of the limited liability company at the time of formation or after formation has occurred.
(b) Articles of organization shall contain the following:
(1) The name of the limited liability company.
(2) The street address of the limited liability company's registered office in Indiana and the name of the limited liability company's registered agent at that office.
(3) The latest date upon which the limited liability company is to dissolve, or a statement that the duration of the limited liability company is perpetual until dissolution in accordance with this article.
(4) If the articles of organization provide for a manager or managers, a statement to that effect.
(5) Any other matters not inconsistent with this article that the members agree to include, including any matters that are required to be or may be included in an operating agreement under this article.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-5. Amendment of Articles of Organization

Sec. 5. (a) Articles of organization of a limited liability company may be amended by filing articles of amendment of the articles of organization in the office of the secretary of state. The articles of amendment must contain the following:
(1) The name of the limited liability company.
(2) The date the articles of organization were filed.
(3) The amendment to the articles of organization.
(b) Articles of organization of a limited liability company may be amended at any time that the members determine provided that the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time the amendment is made.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-6. Restated Articles of Organization

Sec. 6. (a) Articles of organization may be restated at any time. Restated articles of organization must:
(1) be filed with the secretary of state;
(2) be specifically designated as "restated articles of organization"; and
(3) state in the heading or in a separate paragraph the limited liability company's present name, and if the name has been changed, all of its former names and the date of filing of its original articles of organization.
(b) A restated articles of organization may include one (1) or more amendments to the articles of organization. If the restated articles of organization include an amendment, the amendment must be adopted as provided in section 5 of this chapter.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-7. Filing Articles With Secretary of State; Notice

Sec. 7. The fact that articles of organization of a limited liability company are on file in the office of the secretary of state is notice that the limited liability company has been organized and is notice of all other facts that are required to be set forth in the articles of organization under section 4 of this chapter and that are set forth in the articles of organization.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-8. Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002, SEC.105; P.L.119-2015, SEC.70; P.L.170-2016, SEC.15. Repealed by P.L.118-2017, SEC.98.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 2. Organization and Powers › 23-18-2-9. Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001, SEC.22; P.L.119-2015, SEC.71; P.L.170-2016, SEC.16. Repealed by P.L.118-2017, SEC.99.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-1. Members and Managers as Agents; Companies Existing on or Before June 30, 1999

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c), each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:
(1) the acting member does not have authority to act for the limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:
(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.
(d) An act of a manager or a member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-1.1. Members and Managers as Agents; Companies Formed After June 30, 1999

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c) or the articles of organization, each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:
(1) the acting member does not have authority to act for the limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:
(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.
(d) An act of a manager or member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.
As added by P.L.269-1999, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-2. Notice to Member or Manager Imputed to Company; Exceptions

Sec. 2. (a) Except as provided in subsection (b), notice to a member of a matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.
(b) If the articles of organization provide for a manager or managers:
(1) notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and
(2) notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-2.5. Officers

Sec. 2.5. If the written operating agreement of a limited liability company provides for officers as permitted by IC 23-18-4-4(a)(3), the following apply:
(1) Each officer has those powers and duties:
(A) set forth, generally or specifically in the written operating agreement; or
(B) otherwise delegated to an officer from time to time by the:
(i) manager or managers of a manager-managed limited liability company; or
(ii) member or members of a member-managed limited liability company;
in a manner consistent with the written operating agreement.
(2) Each officer has the status of an agent of the limited liability company for purposes of section 3 of this chapter.
(3) If an officer acts within the officer's apparent authority to carry on the business of the limited liability company in the usual way, the officer's actions bind the limited liability company to the same extent as the actions of a manager would bind a limited liability company under section 1.1(c)(2) and 1.1(d) of this chapter.
(4) Notice to an officer of a matter relating to the business or affairs of the limited liability company, or the knowledge of the officer acting in the particular matter, is notice to the limited liability company to the same extent that notice to a manager or knowledge of a manager would be treated as notice to a limited liability company under section 2(b)(1) of this chapter.
As added by P.L.40-2013, SEC.7. Amended by P.L.63-2014, SEC.30.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-2.6. Intent; Validity of Operating Agreements and Acts Before July 1, 2014

Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3) are not intended to adversely affect the validity of:
(1) any provision of a written operating agreement in effect before July 1, 2014, that:
(A) provides for an officer or officers; or
(B) sets forth the powers or duties of an officer or officers; or
(2) any act by an officer before July 1, 2014.
As added by P.L.63-2014, SEC.31.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-3. Personal Liability of Members, Managers, Agents, or Employees

Sec. 3. (a) A member, a manager, an agent, or an employee of a limited liability company is not personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. A member, a manager, an agent, or an employee of a limited liability company may be personally liable for the person's own acts or omissions.
(b) This article and Indiana law exclusively govern any conflict between Indiana law and the laws of another state with regard to the liability of a member, a manager, an agent, or an employee of a limited liability company organized and existing under this article for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, agents, or employees of the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-4. Professional Services; Liability

Sec. 4. (a) This article does not alter any law applicable to the relationship between a person rendering professional services and a person receiving professional services, including liability arising out of the professional services.
(b) A person rendering professional services as a member, a manager, an employee, or an agent of a limited liability company is personally liable for the consequences of the person's acts or omissions to the extent provided by Indiana law or the laws of another state where the person is considered responsible.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company › 23-18-3-5. Member as Party to Proceeding

Sec. 5. A member of a limited liability company may not be made a party to a proceeding by or against a limited liability company solely by reason of being a member of the limited liability company, except:
(1) when the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or
(2) in an action brought under IC 23-18-8-1.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-1. Authority of Members or Managers

Sec. 1. (a) Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members. Subject to any provisions in the operating agreement or this article restricting or enlarging the management rights and duties of any person or group or class of persons, the members have the right and authority to manage the affairs and make all decisions of the limited liability company.
(b) If the articles of organization provide for a manager or managers, except to the extent that the operating agreement reserves the authority to any members or class or group of members, the manager or managers have the authority to manage the business or affairs of the limited liability company. Unless otherwise provided in a written operating agreement, a manager or managers:
(1) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority in interest of the members;
(2) do not need to be members of the limited liability company or natural persons; and
(3) unless they have been earlier removed or have earlier resigned, shall act as managers until their successors have been elected and qualified.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-2. Acts and Omissions Liability; Trustee for Personal Benefits Derived Through Company; Duties of Member in Company Providing for Manager

Sec. 2. (a) Unless otherwise provided in a written operating agreement, a member or manager is not liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, unless the act or omission constitutes willful misconduct or recklessness.
(b) Unless otherwise provided in a written operating agreement, each member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager or member without the consent of a majority of the disinterested managers or members or other persons participating in the management of the business or affairs of the limited liability company from:
(1) a transaction connected with the conduct or winding up of the limited liability company; or
(2) any use by the manager or member of the limited liability company's property, including confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member because of the manager's or member's status as manager or member.
(c) Unless otherwise provided in a written operating agreement, a member of a limited liability company in which the articles of organization provide for a manager or managers and who is not a manager has no duties to the limited liability company or to the other members solely by reason of acting in the capacity as a member.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-3. Affirmative Vote, Approval, or Consent; Requirements

Sec. 3. (a) Unless the articles of organization provide for a manager or managers, and except as otherwise provided in a written operating agreement or this article and subject to subsection (c), the affirmative vote, approval, or consent of a majority in interest of the members is required to decide a matter connected with the business or affairs of the limited liability company.
(b) If the articles of organization provide for more than one (1) manager and except as provided otherwise in a written operating agreement or this article, the affirmative vote, approval, or consent of a majority of the managers shall be required to decide any matter that requires the approval of the managers.
(c) Except as provided otherwise in a written operating agreement, the affirmative vote, approval, or consent of all members is required to do the following:
(1) Amend the operating agreement.
(2) Authorize a manager, a member, or another person to do an act on behalf of the limited liability company that contravenes the operating agreement, including a written provision of the operating agreement that expressly limits the purpose, business, affairs, or conduct of the limited liability company.
As added by P.L.8-1993, SEC.301.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-4. Written Operating Agreement

Sec. 4. (a) A written operating agreement may do one (1) or more of the following:
(1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.
(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
(3) Provide for officers of a limited liability company that is:
(A) managed by a manager or managers; or
(B) managed by a member or members;
by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.
(4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:
(A) voluntary dissolution;
(B) merger; or
(C) amending the written operating agreement.
(b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.
As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.
2023 Indiana Code › Title 23. Business and Other Associations › Article 18. Limited Liability Companies › Chapter 4. Rights and Duties of Members and Managers › 23-18-4-5. Operating Agreements; Objectives

Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:
(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.
(2) The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.
(3) The rights of members to assign all or a portion of their interests in the limited liability company.
(4) Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.
(5) Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.
(6) The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.
(7) The procedure for the following:
(A) The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.
(B) Assignment, pledge, or transfer of an interest represented by the certificate.
(C) Any other provisions dealing with the certificate.
(8) The method by which the operating agreement may be amended.
As added by P.L.8-1993, SEC.301.