Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 11. "Foreign corporation" means a corporation for profit incorporated under a law other than the law of Indiana. As added by P.L.149-1986, SEC.4.

Sec. 12. "Governmental subdivision" includes authority, county, district, and municipality. As added by P.L.149-1986, SEC.4.

Sec. 13. "Includes" denotes a partial definition. As added by P.L.149-1986, SEC.4.

Sec. 14. "Individual" includes the guardianship estate of an incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a decedent. As added by P.L.149-1986, SEC.4. Amended by P.L.33-1989, SEC.20.

Sec. 15. "Mail" means: (1) first class, certified, or registered United States mail, postage prepaid; or (2) private carrier service, fees prepaid or billed to the sender. As added by P.L.149-1986, SEC.4.

Sec. 16. "Means" denotes an exhaustive definition. As added by P.L.149-1986, SEC.4.

Sec. 17. "Notice" has the meaning set forth in section 29 of this chapter. As added by P.L.149-1986, SEC.4.

Sec. 17.5. "Other entity" means: (1) a limited liability company; (2) a limited liability partnership; (3) a limited partnership; (4) a general partnership; (5) a business trust; (6) a real estate investment trust; or (7) any entity that: (A) is formed under the requirements of a…

Sec. 18. "Person" includes individual and entity. As added by P.L.149-1986, SEC.4.

Sec. 19. "Principal office" has the meaning set forth in IC 23-0.5-1.5-29. As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.6; P.L.96-2025, SEC.8.

Sec. 2. "Articles of incorporation" means the original articles of incorporation and all amendments and restatements of the articles of incorporation. If an amendment of the articles of incorporation or any other document filed under this article restates the articles of incorpor…

Sec. 20. "Proceeding" includes civil suit and criminal, administrative, and investigatory action. As added by P.L.149-1986, SEC.4.

Sec. 21. "Record date" means the date established under IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by the corporation for determining the identity of its shareholders for purposes of this article. As added by P.L.149-1986, SEC.4.

Sec. 22. "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under IC 23-1-36-1 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. As added…

Sec. 23. "Share" means the unit into which the proprietary interests in a corporation are divided. As added by P.L.149-1986, SEC.4.

Sec. 24. "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted pursuant to a recognition procedure or a disclosure procedure established under IC 23-1-30-4. As added…

Sec. 24.5. "Sign" or "signature" includes any manual, facsimile, or conformed signature, or an electronic signature (as defined in IC 26-2-8-102(10)). As added by P.L.133-2009, SEC.13.

Sec. 25. "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States. As added by P.L.1…

Sec. 26. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. As added by P.L.149-1986, SEC.4.

Sec. 27. "United States" includes district, authority, bureau, commission, department, and any other agency of the United States. As added by P.L.149-1986, SEC.4.

Sec. 28. "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this article are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorp…

Sec. 29. (a) Notice under this article shall be in writing (including electronic transmission) unless oral notice is authorized by a corporation's articles of incorporation or bylaws. (b) Notice, if otherwise in proper form under this article, may be communicated: (1) in person; …

Sec. 3. "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue. As added by P.L.149-1986, SEC.4.

Sec. 3.5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, means a person that: (1) individually or with or through any of its affiliates or associates beneficially owns the shares, directly or indirectly; (2) individually or with or through any of …

Sec. 30. (a) For purposes of this article, each of the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one (1) shareholder: (1) Three (3) or fewer coowners. However, if there are four (4) or more coowners, each coowner shall b…

Sec. 4. "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it. "Conspicuous" includes the following: (1) Printing in italics or boldface or contrasting color. (2) Typing in capitals or underlined. (3) Placement of te…

Sec. 5. "Corporation" or "domestic corporation" means a corporation for profit that is not a foreign corporation, incorporated under or subject to the provisions of this article. As added by P.L.149-1986, SEC.4.

Sec. 6. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission. As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.8.

Sec. 6.5. "Derivative instrument" means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to an equity security or similar instrument with a value …

Sec. 7. (a) "Distribution" means a direct or indirect transfer of money or other property (except a corporation's own shares) or incurrence or transfer of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares under IC 23-1-28. A d…

Sec. 8. "Effective date of notice" has the meaning set forth in section 29 of this chapter. As added by P.L.149-1986, SEC.4.

Sec. 8.5. "Electronic transmission" or "electronically transmitted" means the transmission of an electronic record (as defined in IC 26-2-8-102(9)). The time and place of sending and of delivery by electronic means is governed by IC 26-2-8-114. As added by P.L.133-2009, SEC.10.

Sec. 9. "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee. As added by P.L.149-1986, SEC.4.

Sec. 1. The University of Evansville is a body corporate and politic. The board of trustees of the university has perpetual succession and has full power to do the following: (1) Make contracts. (2) Sue and be sued. (3) Plead and to be impleaded. (4) Acquire, hold, and convey rea…

Sec. 10. A major building on the campus of the university must bear the name of John C. Moore to honor and perpetuate the memory of the founder of Moores Hill College. As added by P.L.1-1989, SEC.49.

Sec. 2. The objects of the corporation are to promote the general interests of education, and to qualify men and women to engage in the employments and professions of society and to discharge honorably and usefully the various duties of life. The profession of a particular religi…

Sec. 3. The university shall be located at or near the city of Evansville, Vanderburgh County, Indiana. As added by P.L.1-1989, SEC.49.

Sec. 4. (a) The university has forty-one (41) trustees. (b) The board of trustees consists of the following members: (1) Twenty-four (24) members elected at large by the members of the board of trustees. (2) Six (6) members elected by the South Indiana Conference of The United Me…

Sec. 5. (a) The trustees shall elect the following officers: (1) A chairman. (2) One (1) or more vice chairmen. (3) A secretary. (4) A treasurer. (5) The assistant secretaries, assistant treasurers, and other officers provided for in the bylaws. (b) The treasurer and all assistan…

Sec. 6. (a) The board of trustees has full power to elect in the manner and for the time it deems expedient, a president of the university, together with the professors and instructors necessary to form an efficient faculty for the instruction of the various courses taught. The c…

Sec. 7. (a) The board of trustees shall meet each May or June in the city of Evansville on a date determined by the board. The president of the university, the chairman of the board of trustees, the faculty of the university, any five (5) of the trustees, or the executive committ…

Sec. 8. The board of trustees shall faithfully apply all funds collected by the board according to its best judgment, in the erection of suitable buildings, purchase of equipment, care of buildings and grounds, the purchase of real and personal property, and in payment of salarie…

Sec. 9. The university is under the patronage of the Indiana Area of The United Methodist Church and is entitled to all the privileges and benefits accruing from time to time to institutions of The United Methodist Church from patronizing conferences. As added by P.L.1-1989, SEC.…

Sec. 1. (a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do the following: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course…

Sec. 2. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property, with or without the goodwill, other than in the usual and regular course of the corporation's activities on the terms and conditions and for the …

Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing. As added by P.L.149-198…