Title 28, FINANCIAL INSTITUTIONS

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…

Sec. 1. The department may require every bank and trust company to prepare, submit and publish as many statements of condition as may be deemed necessary, in any year, but not more than four (4) statements during any year. Such statements of condition shall be verified and shall …

Sec. 2. Every bank and trust company shall, when required by the department, publish its statement of condition in the form in which it is required by the department, as prescribed in section 1 of this chapter. Such statement of condition shall be published in a newspaper printed…

Sec. 3. The department may furnish to the federal reserve board, to the federal reserve bank of which a bank or trust company may be or may become a member, to the Federal Deposit Insurance Corporation, to any other like agency of the federal government approved by the department…

Sec. 4. Any bank or trust company which shall fail to prepare and submit any statement of condition required by the department, and any bank or trust company which shall violate any order of the department with respect to such statement or statements, shall be subject to a penalt…

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.14-1992, SEC.163.

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 greater…

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. A savings association may extend credit to officers, directors, and principal shareholders of the savings association in compliance with 12 CFR 215. As added by P.L.193-1997, SEC.2.

Sec. 1. This chapter applies only to a savings bank organized, reorganized, or operating under IC 28-6 (before its repeal) before January 1, 1993. As added by P.L.42-1993, SEC.72.

Sec. 10. (a) On the effective date of conversion, the existence of the savings bank ceases and the existence of the bank or trust company begins. (b) On the effective date of conversion, the following apply: (1) All subscriptions to shares of the capital stock of the bank or trus…

Sec. 11. The board of the savings bank shall serve as the board of directors of the bank or trust company until the first annual meeting of the shareholders. As added by P.L.42-1993, SEC.72.

Sec. 12. (a) Subject to subsection (b), a bank or trust company formed under this chapter shall, within three (3) years from its date of conversion, conform to the limitations prescribed by IC 28-1-13. (b) The department may extend the time for the new bank or trust company to co…

Sec. 13. This chapter does not limit the powers or duties of the department under IC 28-1. As added by P.L.42-1993, SEC.72.

Sec. 2. As used in this chapter, "effective date of conversion" refers to the date that the savings bank has complied with section 9 of this chapter. As added by P.L.42-1993, SEC.72.

Sec. 3. A savings bank may convert into a state bank or trust company under this chapter. As added by P.L.42-1993, SEC.72.

Sec. 4. (a) A conversion of a savings bank under this chapter must be proposed by the board of the savings bank by a resolution of conversion adopted by the affirmative vote of at least two-thirds (2/3) of the then qualified and acting trustees. (b) The resolution of conversion m…