Title 28, FINANCIAL INSTITUTIONS

Sec. 14. If the department accepts an application for processing under section 12 of this chapter, the department shall issue an order approving or disapproving the acquisition. The department shall include its findings of fact in the order. If the department holds a hearing unde…

Sec. 15. (a) An acquisition by a company of a bank or a bank holding company is exempt from the requirements of IC 28-1-2-23 if the acquisition is made under this chapter. (b) If a bank will be: (1) acquired by a bank holding company; and (2) immediately merged with or consolidat…

Sec. 16. Any person, company, bank, or bank holding company that may be or has been injured by reason of any conduct that constitutes or will constitute a violation of this chapter by any company or bank holding company may sue the company or bank holding company to enjoin the co…

Sec. 17. The department may adopt rules under IC 4-22-2 to implement this chapter. As added by P.L.265-1985, SEC.4.

Sec. 18. (a) As used in this section, "affiliate" includes the following: (1) A financial institution. (2) Any company that controls a financial institution and any other company that is controlled by the company that controls a financial institution. (3) A bank subsidiary of a f…

Sec. 19. (a) The board of directors of a bank holding company that adopts a resolution under section 18(c) of this chapter may in that resolution or a subsequent resolution provide that all or a part of the trust business of an Indiana affiliate of the bank holding company may be…

Sec. 2. (a) As used in this chapter, "bank" means a financial institution: (1) that has been organized or reorganized under the laws of the United States or the state of Indiana; (2) that has its principal office in Indiana; and (3) that: (A) is an "insured bank" (as defined in S…

Sec. 3. (a) As used in this chapter, "bank holding company" means any company that controls one (1) or more banks. (b) For the purposes of this chapter: (1) a company is not a bank holding company by virtue of its ownership or control of shares in a fiduciary capacity, unless the…

Sec. 4. As used in this chapter, "bank subsidiary" means a bank controlled by a bank holding company. As added by P.L.265-1985, SEC.4.

Sec. 5. As used in this chapter, "company" means any corporation, limited liability company, partnership, joint-stock company, business trust, voting trust, joint venture, association, or similar organization, domestic or foreign. The term may or may not include a bank holding co…

Sec. 6. As used in this chapter, "control" means directly or indirectly: (1) to own, control, or hold, with power to vote, twenty-five percent (25%) or more of the voting shares of a bank or company; (2) to control in any manner the election of a majority of the directors or trus…

Sec. 7. As used in this chapter, "department" refers to the department of financial institutions created under IC 28-11-1-1. As added by P.L.265-1985, SEC.4. Amended by P.L.33-1991, SEC.29.

Sec. 8. As used in this chapter, "deposits" means the sum of the total demand deposits and total time and savings deposits of a particular bank as shown in its most recently filed consolidated report of condition in the possession of the Board of Governors of the Federal Reserve …

Sec. 1. (a) A corporation may amend the corporation's articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a pr…

Sec. 10. A corporation amending its articles of incorporation shall prepare articles of amendment setting forth the following: (1) The name of the corporation. (2) The text of each amendment adopted. (3) If an amendment provides for an exchange, reclassification, or cancellation …

Sec. 11. The form of the articles of amendment shall be prescribed and furnished by the department. As added by P.L.14-1992, SEC.163.

Sec. 12. (a) The articles of amendment shall be prepared and signed in triplicate by: (1) an officer of the corporation; (2) if the corporation has not yet issued shares, by a director of the corporation; or (3) if the board of directors has not been selected, by the incorporator…

Sec. 13. If a corporation amends its articles of incorporation to change its corporate name, the corporation may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time th…

Sec. 14. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate the corporation's articles of incorporation at any time with or without shareholder action. (b) The restatement may include at least one (1) amendmen…

Sec. 15. (a) The form of articles of restatement shall be prescribed and furnished by the department. (b) Articles of restatement shall be prepared and signed in triplicate by: (1) an officer of the corporation; (2) if the corporation has not yet issued shares, by a director of t…

Sec. 16. Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. As added by P.L.14-1992, SEC.163.

Sec. 17. The department and the secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by section 14(d) of this chapter. As added by P.L.14-1992, SEC.163.

Sec. 18. (a) An amendment to articles of incorporation does not affect the following: (1) A cause of action existing against or in favor of the corporation. (2) A proceeding to which the corporation is a party. (3) The preexisting rights of persons other than shareholders of the …

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles of incorporation without shareholder action to: (1) extend the duration of the corporation if the corporation was …

Sec. 3. A corporation's board of directors may propose at least one (1) amendment to the articles of incorporation for submission to the shareholders. As added by P.L.14-1992, SEC.163.

Sec. 4. For an amendment to be adopted the following requirements must be met: (1) The board of directors must adopt a resolution directing that the proposed amendment be submitted to a vote of the shareholders and the resolution shall be submitted to and approved by the director…

Sec. 5. The board of directors may condition the board's submission of the proposed amendment on any basis. As added by P.L.14-1992, SEC.163.

Sec. 6. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice of meeting must also do the following: (1) State that the purpose, or one (1) of the purposes, of the meeting …

Sec. 7. Unless this article, the articles of incorporation, or the board of directors acting under section 5 of this chapter requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by: (1) a majority of the votes entitled to be cast on the…

Sec. 8. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this article on a proposed amendment if the amendment would: (1) increase or decrease the aggregate number of authorized sha…

Sec. 8.5. (a) The following guidelines and procedures apply when requesting that the director approve an amendment to articles of incorporation resulting in a reverse stock split authorized by IC 28-13-14-8(a)(10): (1) The purchase price of the stock must be based on market value…

Sec. 9. If a corporation has not yet issued shares: (1) its board of directors; or (2) if a board of directors has not been selected, the incorporators; may adopt at least one (1) amendment to the corporation's articles of incorporation. As added by P.L.14-1992, SEC.163.…

Sec. 1. (a) A savings association may be: (1) merged or consolidated with; or (2) converted into; a federal savings association, under the charter of the federal savings association or under a new charter issued to the converted association or the merged or consolidated associati…

Sec. 2. (a) If a savings association: (1) merges with; (2) consolidates with; or (3) is converted into; a federal savings association, the savings association shall file with the secretary of state three (3) copies of a certificate executed by a duly constituted federal authority…

Sec. 3. (a) Upon the effective date of a merger, consolidation, or conversion under sections 1 and 2 of this chapter, all of the assets and property of the state chartered savings association of every kind and character, including: (1) real, personal, and mixed property; (2) tang…

Sec. 4. (a) Subject to regulations prescribed by the Office of the Comptroller of the Currency or its successor, a federal savings association located in Indiana or in any other state, by resolution approved by its board of directors and adopted by a vote of fifty-one percent (51…

Sec. 5. (a) Upon the effective date of the conversion of a federal savings association into a state chartered savings association under section 4 of this chapter, all of the assets and property of the federal savings association of every kind and character, including: (1) real, p…

Sec. 6. After the conversion of a federal savings association into a state chartered savings association under section 4 of this chapter, the organization of the savings association shall be completed in the manner provided by IC 28-12, except that bylaws for the savings associat…

Sec. 1. This chapter applies only to a stock savings bank formed as the result of a conversion under IC 28-1-21.8 or IC 28-1-21.9. As added by P.L.42-1993, SEC.72.

Sec. 2. A stock savings bank may convert into a state bank or a savings association with the approval of the department. As added by P.L.42-1993, SEC.72. Amended by P.L.79-1998, SEC.74.

Sec. 3. The department shall prescribe the procedure for conversion under this chapter. The procedure must include the following: (1) The board of the savings bank must propose a resolution of conversion. (2) The resolution of conversion must be adopted by the affirmative vote of…

Sec. 4. (a) To effect the conversion, the converting savings bank must file articles of conversion showing the department's approval of the conversion with the following: (1) The secretary of state. (2) The county recorder of the county in which the principal office of the saving…

Sec. 5. Upon conversion, the new state bank or new savings association: (1) has all the rights, privileges, immunities, and powers of a bank organized under IC 28-1 or a savings association organized under IC 28-4 (before its repeal) or under IC 28-15; (2) is subject to all the d…