Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 38. "Registered foreign entity" means a foreign entity that is registered to do business in Indiana under a statement of registration filed by the secretary of state. As added by P.L.118-2017, SEC.5.

Sec. 39. "Regulated entity" means a bank, a savings bank, a savings association, a corporate fiduciary, a credit union, an industrial loan and investment company, a surety company, a trust company, a safe deposit company, a railroad corporation, an insurance company, and a buildi…

Sec. 4. "Commercial registered agent" means a person listed under IC 23-0.5-4-4. As added by P.L.118-2017, SEC.5.

Sec. 4.2. "Contact address" means the residence address of a governing person of an entity, whether or not that residence is in Indiana, or the address of the customer of a commercial mail receiving agency with which a governing person of an entity has a valid commercial mail rec…

Sec. 40. "Represented entity" means: (1) a domestic filing entity; or (2) a registered foreign entity. As added by P.L.118-2017, SEC.5.

Sec. 41. "Sign" means, with present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the record an electronic symbol, sound, or process. As added by P.L.118-2017, SEC.5.

Sec. 42. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. As added by P.L.118-2017, SEC.5.

Sec. 43. "Transfer" includes: (1) an assignment; (2) a conveyance; (3) a sale; (4) a lease; (5) an encumbrance, including a mortgage or security interest; (6) a gift; and (7) a transfer by operation of law. As added by P.L.118-2017, SEC.5.

Sec. 44. "Written" means inscribed on a tangible medium. "Writing" has a corresponding meaning. As added by P.L.118-2017, SEC.5.

Sec. 5. "Domestic", with respect to an entity, means governed as to its internal affairs by the law of Indiana. As added by P.L.118-2017, SEC.5.

Sec. 6. "Economic interest" means an interest holder's economic rights in an entity, including the interest holder's share of the profits and losses of the entity and the right to receive distributions from the entity. As added by P.L.118-2017, SEC.5.

Sec. 7. "Effective date", when referring to a record filed by the secretary of state, means the time and date determined in accordance with IC 23-0.5-2-3. As added by P.L.118-2017, SEC.5.

Sec. 8. (a) "Entity" means: (1) a business corporation; (2) a nonprofit corporation; (3) a general partnership, including a limited liability partnership; (4) a limited partnership; or (5) a limited liability company. (b) The term does not include: (1) an individual; (2) a busine…

Sec. 9. "Entity filing" means a record delivered to the secretary of state for filing under this article. As added by P.L.118-2017, SEC.5.

Sec. 1. Except as otherwise provided by this article, the definitions set forth in IC 23-0.5-1.5 apply to this article: As added by P.L.118-2017, SEC.6.

Sec. 10. "Converted entity" means the converting entity as it continues in existence after a conversion. As added by P.L.118-2017, SEC.6.

Sec. 11. "Converting entity" means the domestic entity that approves a plan of conversion under IC 23-0.6-4-3 or the foreign entity that approves a conversion under the law of its jurisdiction of organization. As added by P.L.118-2017, SEC.6.

Sec. 12. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication. As added by P.L.118-2017, SEC.6.

Sec. 13. "Domesticating entity" means the domestic entity that approves a plan of domestication under IC 23-0.6-5-3 or the foreign entity that approves a domestication under the law of its jurisdiction of organization. As added by P.L.118-2017, SEC.6.

Sec. 14. "Domestication" means a transaction authorized by IC 23-0.6-5. As added by P.L.118-2017, SEC.6.

Sec. 15. "Interest exchange" means a transaction authorized by IC 23-0.6-3. As added by P.L.118-2017, SEC.6.

Sec. 16. "Interest holder liability" means: (1) personal liability for a liability of an entity that is imposed on a person: (A) solely by reason of the status of the person as an interest holder; or (B) by the organic rules of the entity which make one (1) or more specified inte…

Sec. 17. "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state. As added by P.L.118-2017, SEC.6.

Sec. 18. "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective. As added by P.L.118-2017, SEC.6.

Sec. 19. "Organic law" refers to the following: (1) The law of an entity's jurisdiction of formation governing the internal affairs of the entity. (2) IC 23-1-40 for a domestic business corporation engaged in a transaction under this article. (3) IC 23-17-19 for a domestic nonpro…

Sec. 2. "Acquired entity" means the entity in which all of one (1) or more classes or series of interests are acquired in an interest exchange. As added by P.L.118-2017, SEC.6.

Sec. 20. "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. As added by P.L.118-2017, SEC.6.

Sec. 21. "Plan of conversion" means a plan under IC 23-0.6-4-2. As added by P.L.118-2017, SEC.6.

Sec. 22. "Plan of domestication" means a plan under IC 23-0.6-5-2. As added by P.L.118-2017, SEC.6.

Sec. 23. "Plan of interest exchange" means a plan under IC 23-0.6-3-2. As added by P.L.118-2017, SEC.6.

Sec. 24. "Plan of merger" means a plan under IC 23-0.6-2-2. As added by P.L.118-2017, SEC.6.

Sec. 25. "Surviving entity" means the entity that continues in existence after a merger under IC 23-0.6-2. As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.33.

Sec. 3. "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange. As added by P.L.118-2017, SEC.6.

Sec. 4. "Approve" means, in the case of an entity, for its governing persons and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to: (1) propose a transaction subject to this article; (2) adopt and approve the terms and co…

Sec. 5. "Articles of conversion" refers to the filing required by IC 23-0.6-4-5. As added by P.L.118-2017, SEC.6.

Sec. 6. "Articles of domestication" refers to the filing required by IC 23-0.6-5-5. As added by P.L.118-2017, SEC.6.

Sec. 7. "Articles of interest exchange" refers to the filing required by IC 23-0.6-3-5. As added by P.L.118-2017, SEC.6.

Sec. 8. "Articles of merger" refers to the filing required by IC 23-0.6-2-5. As added by P.L.118-2017, SEC.6.

Sec. 9. "Conversion" means a transaction authorized by IC 23-0.6-4. As added by P.L.118-2017, SEC.6.

Sec. 1. Any university or college, incorporated by and under the laws of the state of Indiana, shall have the right to acquire and hold real estate by donation, devise, or purchase on foreclosure of mortgage given to secure any part of the endowment fund of said university or col…

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 Indian…

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 …

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…

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 r…

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 o…

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 p…