Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1. A corporation may provide in articles of incorporation or bylaws that delegates have some or all of the authority of members. As added by P.L.179-1991, SEC.1.

Sec. 2. The articles of incorporation or bylaws may set forth provisions relating to the following: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including selection and removal. (2) Calling, noticing, holding, and conducting meetings…

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section. (b) A limited liability company is dissolved and its affairs must be wound up on the first of t…

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) A limited liability company is dissolved and the limited liability company's affairs must be wound up when the first of the following occurs: (1) At the time …

Sec. 10. Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of st…

Sec. 2. On application by or for a member, the circuit or superior court of the county in which the limited liability company's principal office, or if there is none in Indiana, in which the registered office is located, may decree dissolution of the limited liability company whe…

Sec. 3. (a) A dissolved limited liability company may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following: (1) Collecting its assets. (2) Disposing of properties that will not be distributed in kind to members. (3)…

Sec. 4. Unless otherwise provided in a written operating agreement, the following may wind up the business or affairs of the limited liability company: (1) The members or managers with authority to manage the limited liability company under IC 23-18-4-1. (2) If a member or manage…

Sec. 5. (a) Except as provided in subsections (c), (d), and (e), following dissolution a member may bind the limited liability company: (1) by an act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of disso…

Sec. 6. Upon the winding up of a limited liability company, the assets must be distributed as follows: (1) To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the limited liability company whether by payment…

Sec. 7. At any time after a limited liability company dissolves, the limited liability company may deliver to the secretary of state for filing articles of dissolution setting forth the following: (1) The name of the limited liability company. (2) The date of filing of the articl…

Sec. 7.5. (a) A limited liability company may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization for dissolution permitte…

Sec. 8. (a) As used in this section, "claim" does not include a contingent liability or a claim based on an event occurring after the date of dissolution. (b) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in …

Sec. 9. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice. (b) The notice must meet the following requirements: (1) Be published one…

Sec. 1. A loan broker agreement that is delivered or required to be delivered by a licensee to a borrower or prospective borrower must contain the license number of: (1) the loan broker; and (2) each mortgage loan originator; who had contact with the file. As added by P.L.175-201…

Sec. 2. (a) A loan processing company shall maintain records of all residential mortgage loan transactions conducted by the loan processing company as follows: (1) The records required to be maintained under this section are the records pertaining to the part of each transaction …

Sec. 3. If a breach occurs of the security of records that: (1) are maintained by a loan processing company under this chapter; and (2) contain the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers; the loan processing company is s…

Sec. 4. A loan processing company may not dispose of the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers without first shredding, incinerating, mutilating, erasing, or otherwise rendering the information illegible or unusable. As…

Sec. 5. The commissioner may examine the books and records of a loan processing company as often as the commissioner considers necessary to verify that the loan processing company is compliant with this article. As added by P.L.175-2019, SEC.2.

Sec. 6. A loan processor shall comply with all of the following: (1) The federal Truth in Lending Act (15 U.S.C. 1601 et seq.). (2) The federal Real Estate Settlement Procedures Act (12 U.S.C. 2601 et seq.). (3) The federal Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.). (…

Sec. 7. The following are subject to disciplinary proceedings under IC 23-2.5-11 for a violation of this article: (1) A loan processor. (2) A loan processing company. As added by P.L.175-2019, SEC.2.

Sec. 1. A benefit corporation shall prepare an annual benefit report that includes all the following: (1) A narrative description of: (A) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was cr…

Sec. 2. If, during the year covered by a benefit report: (1) a benefit director: (A) resigned from or refused to stand for reelection to the position of benefit director; or (B) was removed from the position of benefit director; and (2) the benefit director furnished the benefit …

Sec. 3. The following are not required to be audited or certified by a third party: (1) The benefit report. (2) The assessment of the performance of the benefit corporation in the benefit report described in section 1(2) of this chapter. As added by P.L.93-2015, SEC.3.…

Sec. 4. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of: (1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or (2) the same date that the benefit corporation delivers any other annual…

Sec. 5. If a benefit corporation has a website, a benefit corporation shall post all of its benefit reports on the public part of its website. However, the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from …

Sec. 6. (a) The benefit corporation shall deliver, concurrently with the delivery of the benefit report to shareholders under section 4 of this chapter, a copy of the benefit report to the secretary of state for filing. However, the compensation paid to directors and financial or…

Sec. 1. Any educational institution, university or college, incorporated under any law of the state of Indiana, may admit to membership in its board of trustees any number of additional trustees, not exceeding four (4), who may be chosen or elected such trustees by the alumni of …

Sec. 2. Any existing board of trustees of any such institution, university or college may add to or diminish the number of trustees thereof: Provided, The minimum number of such trustees shall be seven (7) and the maximum number twenty-five (25), said reduction or addition to be …

Sec. 3. Whenever the board of trustees of any such institution, university, or college, incorporated under any law of the state of Indiana, which has been pursuing the purposes of its charter since March 6, 1892, shall file with the secretary of state a resolution, duly adopted b…

Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (c) Annual…

Sec. 2. (a) A corporation with members must hold a special meeting of members as follows: (1) On call of the corporation's president or board of directors or other person, including a member or an officer, specifically authorized to do so by the articles of incorporation or bylaw…

Sec. 3. The circuit court or superior court of the county where a corporation's principal office is located or, if no principal office is located in Indiana, the corporation's registered office, may order a meeting to be held and may fix the time and place of the meeting that sha…

Sec. 4. (a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of …

Sec. 5. (a) A corporation shall give notice of meetings of members in a fair and reasonable manner. (b) A notice that conforms to the requirements of subsection (c) is fair and reasonable. However, other means of giving notice may also be fair and reasonable when all the circumst…

Sec. 6. (a) A member may waive a notice required by this article, articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver by the member entitled to the notice must be as follows: (1) In writing. (2) Signed by the member entitled to …

Sec. 7. (a) Bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board…

Sec. 8. (a) Unless prohibited or limited by articles of incorporation or bylaws, an action that may be taken at an annual, a regular, or a special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on th…

Sec. 1. (a) A person shall not, in connection with a contract for the services of a loan broker, do any of the following: (1) Employ a device, a scheme, or an artifice to defraud. (2) Make any untrue statements of a material fact or omit to state a material fact necessary in orde…

Sec. 1. Whenever any boards of trustees or any number thereof, organized before August 17, 1855, under any general or special law of this state for the purpose of establishing a high school, academy, college, or university, may desire to assume a common name, it shall and may be …

Sec. 2. Said boards of trustees shall have power and are hereby authorized to merge and consolidate their stock or other means, into one (1) common stock, whether the same shall consist of real estate, moneys, bonds, bills, notes, mortgages or other evidences of property or debts…

Sec. 3. It shall be the duty of such boards of trustees to cause a copy of the resolutions changing their name and consolidating their property, as above prescribed, to be recorded in the office of the clerk of the circuit court of the county in which such high school, academy, c…

Sec. 4. The change of name and the consolidation of property, as provided in this chapter, shall not be so construed as to deprive such board or boards of trustees of any of the powers and franchises granted in the original act or acts of incorporation, or amendments thereto, nor…

Sec. 1. A limited partner may bring an action in the right of a limited partnership to recover a judgment in favor of the limited partnership if: (1) general partners with authority to bring such an action have refused to bring the action; or (2) an effort to cause those general …

Sec. 2. In a derivative action under this chapter, the plaintiff must be a partner at the time of bringing the action, and: (1) the plaintiff must have been a partner at the time of the transaction of which the plaintiff complains in the action; or (2) the status of the plaintiff…

Sec. 3. In a derivative action under this chapter, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort to secure initiation of the action by a general partner.…