reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-1. Regular and Special Meetings; Location of Meetings; Means of Participation in Meeting

Sec. 1. (a) If the time and place of a directors' meeting is fixed by:
(1) bylaws; or
(2) the board of directors;
the meeting is a regular meeting. All other meetings are special meetings.
(b) The board of directors may hold regular or special meetings inside or outside of Indiana.
(c) Unless articles of incorporation or bylaws provide otherwise, a board of directors may permit a director to:
(1) participate in a regular or special meeting by; or
(2) conduct the meeting through the use of;
any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-2. Action Taken Without Meeting

Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:
(1) describing the action taken;
(2) signed by each director; and
(3) included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-3. Notice of Meeting

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, regular meetings of a board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless articles of incorporation or bylaws provide otherwise, special meetings of the board of directors must be preceded by notice of at least two (2) days to each director of the date, time, and place of the meeting. The notice is not required to describe the purpose of the special meeting unless required by articles of incorporation or bylaws.
(c) Unless articles of incorporation or bylaws provide otherwise:
(1) the presiding officer of a board of directors;
(2) the president; or
(3) twenty percent (20%) of the directors then in office;
may call and give notice of a meeting of the board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.10.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-4. Waiver of Notice of Meeting

Sec. 4. (a) A director may waive a notice required by this article, articles of incorporation, or bylaws. Except as provided by subsection (b), the waiver must be:
(1) in writing;
(2) signed by the director entitled to the notice; and
(3) filed with the minutes or the corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-5. Quorum; Affirmative Vote of Majority of Directors Constitutes Act of Board

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:
(1) One-third (1/3) of the number of directors in office.
(2) Two (2) directors.
(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:
(1) who are present in person; or
(2) in the case of a mutual benefit corporation that:
(A) is an electric cooperative; and
(B) has at least one (1) member that is a corporation formed under IC 8-1-13;
who are present in person or by proxy as provided under section 5.5 of this chapter;
when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.98-2017, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-5.5. Mutual Benefit Corporations; Proxy Voting for Electric Cooperatives

Sec. 5.5. (a) This section applies only to a mutual benefit corporation that:
(1) is an electric cooperative; and
(2) has at least one (1) member that is a corporation formed under IC 8-1-13.
(b) A director of a mutual benefit corporation described in subsection (a) may vote in person or by proxy.
(c) Unless articles of incorporation or bylaws limit proxy voting, a director of a mutual benefit corporation described in subsection (a) may appoint a proxy to act for the director. A director may appoint a proxy by signing an appointment form:
(1) personally; or
(2) by attorney-in-fact.
(d) A proxy appointed under subsection (c) must be another member of the board of directors of the member that is represented by the director who appoints the proxy.
(e) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months, unless the appointment form conspicuously states that the appointment is for a shorter or longer period.
(f) An appointment of a proxy is revocable by the proxy.
(g) The death of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority unless notice of the death is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(h) The incapacity of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority.
(i) Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a mutual benefit corporation described in subsection (a) may accept the proxy's vote or other action as that of the director making the appointment.
As added by P.L.98-2017, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 15. Meetings and Action of Board of Directors › 23-17-15-6. Committees

Sec. 6. (a) Unless this article, the articles of incorporation, or bylaws provide otherwise, a board of directors may create one (1) or more committees that consist of one (1) or more members of the board of directors.
(b) Unless otherwise provided under this article, the creation of a committee and appointment of members to the committee must be approved by the greater of:
(1) a majority of all the directors in office when the action is taken; or
(2) the number of directors required by articles of incorporation or bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter apply to committees of the board of directors and the members of committees.
(d) To the extent specified by the board of directors or in articles of incorporation or bylaws, a committee may exercise the authority of the board of directors under IC 23-17-12-1.
(e) A committee may not do the following:
(1) Authorize distributions.
(2) Approve or recommend to members action required to be approved by members under this article.
(3) Subject to subsection (g), fill vacancies on the board of directors or on a committee.
(4) Adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described under IC 23-17-13-1.
(g) The board of directors may appoint one (1) or more directors as alternate members of a committee to replace an absent or a disqualified member during the member's absence or disqualification. Unless the articles of incorporation, bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the members present at a meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.
(h) A corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.7.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-1. Corporation Defined

Sec. 1. As used in this chapter, "corporation" includes a corporation organized under or governed by this chapter and 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.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-2. Director Defined

Sec. 2. (a) 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 member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.
(b) The term includes the estate or personal representative of a director.
As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.332.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-4. 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 actually incurred with respect to a proceeding.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-5. Official Capacity Defined

Sec. 5. (a) As used in this chapter, "official capacity" means the following:
(1) When used with respect to a director, the office of director in a corporation.
(2) When used with respect to an individual other than a director under 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, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.
As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.333.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-6. 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.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-7. Proceeding Defined

Sec. 7. As used in this chapter, "proceeding" means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-8. Grounds for Indemnification; Conduct With Respect to Employee Benefit Plans; Judgment, Order, Settlement, Conviction, or Nolo Contendere Plea Not Determinative of Failure to Meet Standard of Conduct

Sec. 8. (a) If an individual is made a party to a proceeding because the individual is or was a director, a corporation may indemnify the individual 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:
(A) had reasonable cause to believe the individual's conduct was lawful; or
(B) had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-9. Director Wholly Successful in Defense of Proceeding

Sec. 9. Unless limited by articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-10. Reasonable Expense Payments in Advance of Final Disposition

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the following occur:
(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 an advance if it is ultimately determined that the director did not meet the standard of conduct.
(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):
(1) must be an unlimited general obligation of the director;
(2) is not required to be secured; and
(3) 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.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-11. Application to Court; Grounds for Ordering Indemnification

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court may, after giving any notice the court considers necessary, order indemnification in the amount the court considers proper if the court determines one (1) of the following:
(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.
(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.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-12. Authorization of Indemnification; Evaluation as to Reasonableness of Expenses; Procedures of Board of Directors

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 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 consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation.
(3) By special legal counsel:
(A) selected by the board of directors or a committee of the board of directors 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. Directors who are parties may participate in the selection.
(4) By the members. However, memberships 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 the reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-13. Indemnification of Officers, Employees, and Agents

Sec. 13. Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation, whether or not a director, is entitled to:
(A) mandatory indemnification under section 9 of this chapter; and
(B) apply for court ordered indemnification under section 11 of this chapter in each case;
to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and
(3) a corporation may indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent and consistent with public policy that may be provided by articles of incorporation, bylaws, general or specific action of the corporation's board of directors, or contract.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-14. Purchase of Insurance

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was:
(1) a director;
(2) an officer;
(3) an employee or agent of the corporation; or
(4) 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 member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise;
against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.
As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993, SEC.334.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 16. Indemnification › 23-17-16-15. Other Rights to Indemnification; Reimbursement of Expenses of Appearing as Witness

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following:
(1) A corporation's articles of incorporation or bylaws.
(2) A resolution of the board of directors or of the members.
(3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.
(b) If:
(1) articles of incorporation;
(2) bylaws;
(3) resolutions of the board of directors or of the members; or
(4) other duly 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 of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly 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 respondent to the proceeding.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-1. Written Approval by Specified Person

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-2. Termination, Redemption, or Cancellation of Members or Class of Members of Public Benefit or Mutual Benefit Corporation

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article.
(b) Before adopting a resolution proposing an amendment under this section, the board of directors of a mutual benefit corporation must give notice of the general nature of the amendment to the members.
(c) After adopting a resolution proposing an amendment under this section, the notice to members proposing the amendment must include a statement of not more than five hundred (500) words opposing the proposed amendment if the statement is submitted by:
(1) five (5) members; or
(2) members having at least three percent (3%) of the voting power;
whichever is less, not later than twenty (20) days after the board of directors has voted to submit the amendment to the members for approval. In a public benefit corporation, the production and mailing costs shall be paid by the requesting members. In a mutual benefit corporation, the production and mailing costs shall be paid by the corporation.
(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class.
(e) IC 23-17-8-2 does not apply to an amendment under this section meeting the requirements of this article.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.119.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-3. Adding or Changing Required or Permitted Provision; Deleting Provision Not Required

Sec. 3. (a) A corporation may amend the corporation's articles of incorporation to do any of the following:
(1) Add or change a provision that is required or permitted in the articles.
(2) Delete a provision not required in the articles.
(b) Whether a provision is required or permitted in the articles must be determined as of the effective date of the amendment.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-4. Adoption by Board of Directors Without Member Approval; Amendments Adopted by Incorporators

Sec. 4. (a) Unless articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles without member approval to do the following:
(1) To extend the duration of the corporation that was incorporated at a time when limited duration was required by law.
(2) To delete the names and addresses of the initial directors and incorporators.
(3) To delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state.
(4) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name.
(5) To delete a mailing address if a biennial report has been filed with the secretary of state.
(6) To include a statement identifying the corporation as a public benefit, mutual benefit, or religious corporation.
(7) To make any other change expressly permitted by this article to be made by director action.
(b) If a corporation has no members, the corporation's incorporators may, until directors have been chosen and then the corporation's board of directors, adopt amendments to the corporation's articles of incorporation subject to any approval required under section 1 of this chapter. The amendment must be approved by a majority of the directors in office or, if the directors have not yet been chosen, by a majority of the incorporators, at the time the amendment is adopted. The corporation shall provide notice of a meeting at which an amendment is to be voted upon. The notice must do the following:
(1) Be in accordance with IC 23-17-15-3.
(2) State that the purpose of the meeting is to consider a proposed amendment to the articles of incorporation.
(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.120; P.L.96-1993, SEC.11; P.L.119-2015, SEC.53.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-5. Approval by Board of Directors, Members, and Person Whose Approval Is Required; Initiation of Amendment by Board of Directors; Approval at Membership Meeting; Notice; Approval by Written Consent or Ballot; Amendment Summary

Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows:
(1) By the board of directors.
(2) Except as provided in section 4(a) of this chapter, by the members by a majority of the votes cast.
(3) In writing by a person whose approval is required by a provision of the articles of incorporation authorized under section 1 of this chapter.
(b) Unless articles of incorporation provide otherwise, amendments to the articles of incorporation must be initiated by the board of directors. The board of directors may condition an amendment's adoption on receipt of a higher percentage of affirmative votes of the members or another basis.
(c) If a board of directors seeks to have an amendment approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting in writing in accordance with IC 23-17-10-5. The notice must do the following:
(1) State that the purpose of the meeting is to consider the proposed amendment.
(2) Contain or be accompanied by a copy or summary of the amendment.
(d) If a board of directors seeks to have an amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.121.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-6. Public Benefit, Mutual Benefit, or Religious Corporation; Vote by Members of Class

Sec. 6. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would change the rights of the class as to voting in a manner different than the amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would do any of the following:
(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.
(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
(3) Increase or decrease the number of memberships authorized for the class.
(4) Increase the number of memberships authorized for another class.
(5) Effect an exchange, a reclassification, or the termination of the memberships of the class.
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation only if a class vote is provided for in articles of incorporation or bylaws.
(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of incorporation of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(e) Except as provided in articles of incorporation or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by a majority of the votes cast by the class.
(f) A class of members of a public benefit or mutual benefit corporation may have the voting rights granted by this section although articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-7. Delivery to Secretary of State of Articles of Amendment; Amendment Changing Corporate Name

Sec. 7. (a) A corporation amending the corporation's articles of incorporation must deliver to the secretary of state articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The date of the corporation's incorporation.
(3) The text of each amendment adopted.
(4) The date of each amendment's adoption.
(5) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.
(6) If approval by members was required, the following:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment.
(B) Either:
(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment; or
(ii) the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.
(7) If approval of the amendment was by a person other than the members, a statement under section 1 of this chapter that the approval was obtained.
(b) If a corporation amends the corporation's articles of incorporation to change the corporation's corporate name, the corporation may, after the amendment has become effective, file:
(1) for record with the county recorder of each county in Indiana in which the corporation has real property; and
(2) 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.179-1991, SEC.1. Amended by P.L.1-1992, SEC.122.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-8. Restatement of Articles of Incorporation; Amendment of Articles Included in Restatement; Approval

Sec. 8. (a) A corporation's board of directors may restate the corporation's articles of incorporation with or without approval by members or another person.
(b) A restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or another person, the amendment must be adopted under section 5 of this chapter.
(c) If a restatement includes an amendment requiring approval by members, the board of directors must submit the restatement to the members for approval.
(d) If a board of directors seeks to have a restatement approved by the members at a membership meeting, the corporation shall notify each of the corporation's members of the proposed membership meeting in writing under IC 23-17-10-5. The notice must do the following:
(1) State that the purpose of the meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.
(e) If a board of directors seeks to have a restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.
(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under section 5 of this chapter.
(g) If a restatement includes an amendment requiring approval under section 1 of this chapter, the board of directors must submit the restatement for approval.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.123.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-9. Articles of Restatement; Delivery to Secretary of State; Statements Required to Be Included; Effect of Restated Articles; Certification by Secretary of State

Sec. 9. (a) A corporation restating the corporation's articles of incorporation shall deliver to the secretary of state 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 the following:
(1) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or another person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement.
(2) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required under section 7 of this chapter.
(3) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under section 1 of this chapter, a statement that the approval was obtained.
(b) The restatement of articles of incorporation must include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the following:
(1) The names and addresses of the incorporators or the initial or present registered office or agent.
(2) The mailing address of the corporation if a biennial report has been filed with the secretary of state.
(c) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.
(d) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required under subsection (a).
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.124; P.L.119-2015, SEC.54.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-10. Amendment of Articles of Incorporation to Carry Out Reorganization Plan

Sec. 10. (a) A corporation's articles of incorporation may be amended without approval:
(1) of the board of directors;
(2) by the members; or
(3) as required by section 1 of this chapter;
to carry out a plan of reorganization ordered by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under IC 23-17-3-2.
(b) An individual designated by a court shall deliver to the secretary of state articles of amendment setting forth the following:
(1) The name of the corporation.
(2) The text of each amendment approved by the court.
(3) The date of the court's order or decree approving the articles of amendment.
(4) The title of the reorganization proceeding in which the order or decree was entered.
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.125.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 17. Amendment of Articles of Incorporation › 23-17-17-11. Rights, Claims, Proceedings, and Limitations Not Affected by Amendment to Articles or by Change of Corporate Name

Sec. 11. (a) An amendment to articles of incorporation does not affect the following:
(1) A proceeding to which the corporation is a party in a cause of action existing against or in favor of the corporation.
(2) A requirement or limitation imposed upon the corporation or any property held by the corporation by virtue of any trust upon which the property is held by the corporation.
(3) The existing rights of persons other than members of the corporation.
(b) An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in the corporation's former name.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 18. Amendment of Bylaws › 23-17-18-1. Amendment or Repeal by Directors; Notice

Sec. 1. (a) A board of directors may amend or repeal a corporation's bylaws unless:
(1) articles of incorporation;
(2) bylaws; or
(3) this article;
provide otherwise, subject to approval required under IC 23-17-17-1. However, until the directors have been chosen, the incorporators have power to amend or repeal the bylaws. This section is subject to the class voting rules under section 2 of this chapter.
(b) The corporation must provide notice of any meeting of directors at which an amendment is to be approved. The notice must do the following:
(1) Be in accordance with IC 23-17-15-3.
(2) State that the purpose of the meeting is to consider a proposed amendment to the bylaws.
(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 18. Amendment of Bylaws › 23-17-18-2. Class Voting

Sec. 2. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would do the following:
(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.
(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, privileges, preferences, restrictions, or conditions of another class.
(3) Increase or decrease the number of memberships authorized for the class.
(4) Increase the number of memberships authorized for another class.
(5) Effect an exchange, reclassification, or termination of all or part of the memberships of the class.
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the bylaws only if a class vote is provided for in articles of incorporation or bylaws.
(d) If:
(1) a class is to be divided into at least two (2) classes as approved by the members of each class that would be created by the amendment; and
(2) a class vote is required to approve an amendment to the bylaws;
the amendment must be approved by the members of the class by a majority of the votes cast by the class.
(e) A class of members has the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.
As added by P.L.179-1991, SEC.1.
2023 Indiana Code › Title 23. Business and Other Associations › Article 17. Nonprofit Corporations › Chapter 19. Merger › 23-17-19-1. Authorization; Plan; Required Provisions; Optional Provisions

Sec. 1. (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.
(b) A plan of merger must set forth the following:
(1) The name of the following:
(A) Each corporation planning to merge.
(B) The surviving corporation into which each corporation plans to merge.
(2) The terms and conditions of the planned merger.
(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:
(A) memberships, obligations, or securities of the surviving or any other corporation; or
(B) cash or other property in whole or part.
(c) The plan of merger may set forth the following:
(1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.
(2) Other provisions relating to the planned merger.
(3) A delayed effective date.
As added by P.L.179-1991, SEC.1.