Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor. As added by P.L.52-1997, SEC.10.

Sec. 1. As used in this chapter, "corporation" includes any 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.149-1986, SEC.21.

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: (1) the director furnishes the corporation a written affirmation of the director's good faith be…

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 applicati…

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…

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 mandatory indemnification under section 9 of this chapter, and is entitled to apply for court-ordered indemnification under se…

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corpor…

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under: (1) a corporation's articles of incorporation or bylaws; (2) a resoluti…

Sec. 2. 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, officer, partner, member, manager, trustee, employee, o…

Sec. 3. As used in this chapter, "expenses" include counsel fees. As added by P.L.149-1986, SEC.21.

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 incurred with respect to a proceeding. As added by P.L.149-1986, SEC.…

Sec. 5. As used in this chapter, "official capacity" means: (1) when used with respect to a director, the office of director in a corporation; and (2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a cor…

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.149-1986, SEC.21.

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. As added by P.L.149-1986, SEC.21.

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director 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 c…

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation…

Sec. 1. Except as provided in section 2 of this chapter, it is unlawful for a person, as inducement for the purchase of burial rights in a cemetery, to directly or indirectly do the following: (1) Offer, promise, or agree to resell or repurchase the burial rights. (2) Pay or offe…

Sec. 2. A cemetery owner may offer or agree to repurchase burial rights under a lot exchange plan that: (1) is entered into with other cemetery owners or through an association of cemetery owners; and (2) provides for the repurchase of burial rights in case the purchaser should c…

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor. As added by P.L.52-1997, SEC.11.

Sec. 1. (a) A corporation may amend its 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 provision is req…

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

Sec. 3. (a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendment to be adopted: (1) the board of directors must recommend the amendment to the shareholders unless the b…

Sec. 4. (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 s…

Sec. 5. If a corporation has not yet issued shares, its board of directors (or if a board of directors has not been selected, then the incorporators) may adopt one (1) or more amendments to the corporation's articles of incorporation. As added by P.L.149-1986, SEC.22.

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exchange, reclassi…

Sec. 7. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one (1) or more amendments to the articl…

Sec. 8. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after…

Sec. 9. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the preexisting rights of persons other than shareholders of the corporation. An amendment cha…

Sec. 1. (a) A crypt placed in a mausoleum, vault, or other structure shall be so constructed that all parts of it may be readily examined by the Indiana department of health or any other health officer. (b) All ventilation from a crypt constructed after March 15, 1945, may be rel…

Sec. 2. (a) This section applies if: (1) a person fails to maintain a mausoleum, garden crypt, vault, or other burial structure in a good state of repair; and (2) by reason of the failure referred to in subdivision (1), a court of competent jurisdiction declares the mausoleum, ga…

Sec. 3. A person who recklessly fails to comply with this chapter commits a Class B misdemeanor. As added by P.L.52-1997, SEC.12.

Sec. 1. Unless the articles of incorporation provide otherwise, only a corporation's board of directors may amend or repeal the corporation's bylaws. As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009, SEC.31; P.L.118-2017, SEC.14.

Sec. 2. (a) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this article. (b) A bylaw that fixes a great…

Sec. 3. (a) A bylaw that fixes a greater than majority quorum or voting requirement for action by the board of directors may be amended or repealed: (1) if originally adopted by the shareholders, only by the shareholders; or (2) if originally adopted by the board of directors, on…

Sec. 1. This chapter applies to: (1) all burial rights in cemeteries organized or created after June 14, 1939; and (2) cemeteries that: (A) were in existence on June 14, 1939; and (B) do not have a rule or regulation in conflict with this chapter. As added by P.L.52-1997, SEC.13.…

Sec. 2. Except as provided in section 3 of this chapter, the burial rights in a lot, plot, burial space, crypt, or niche granted to an individual are the sole and separate property of the individual named as grantee in the instrument of grant. As added by P.L.52-1997, SEC.13.

Sec. 3. (a) If the grantee of a burial plot containing more than one (1) interment, entombment, or inurnment space is married at the time of the grant of the burial plot, the spouse of the grantee has a vested right of interment, entombment, or inurnment of the spouse's remains i…

Sec. 1. (a) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve a plan of merger. (b) The plan of merger must set forth: (1) the name of each c…

Sec. 2. (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve the exchange. (b) The plan …

Sec. 3. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger (except as provided in…

Sec. 4. (a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary and the parent corporation without approval of the shareholders of the parent or subsidiary. (b) If the parent corpor…

Sec. 5. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state for filing articles of merger or shar…

Sec. 6. (a) When a merger takes effect: (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) the title to all real estate and other property owned by each…

Sec. 7. (a) One (1) or more foreign corporations may participate in a merger or a share exchange with one (1) or more domestic corporations if: (1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and…

Sec. 9. (a) As used in this section, "holding company" means a corporation that, from its incorporation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and its shares of capital stock…

Sec. 1. This chapter applies to: (1) all burial rights in cemeteries organized or created after June 14, 1939; and (2) cemeteries that: (A) were in existence on June 14, 1939; and (B) do not have a rule or regulation in conflict with this chapter. As added by P.L.52-1997, SEC.14.…