CHAPTER 21. INCORPORATION

IC 23-1-21
    Chapter 21. Incorporation

IC 23-1-21-1
Incorporators
    Sec. 1. One (1) or more persons may act as the incorporator orincorporators of a corporation by signing and causing to be deliveredarticles of incorporation to the secretary of state for filing.
As added by P.L.149-1986, SEC.5.

IC 23-1-21-2
Articles of incorporation; contents
    Sec. 2. (a) The articles of incorporation must set forth:
        (1) a corporate name for the corporation that satisfies therequirements of IC 23-1-23-1;
        (2) the number of shares the corporation is authorized to issue;
        (3) the street address of the corporation's initial registered officein Indiana and the name of its initial registered agent at thatoffice; and
        (4) the name and address of each incorporator.
    (b) The articles of incorporation may set forth:
        (1) the names and addresses of the individuals who are to serveas the initial directors;
        (2) provisions not inconsistent with law regarding:
            (A) the purpose or purposes for which the corporation isorganized;
            (B) managing the business and regulating the affairs of thecorporation;
            (C) defining, limiting, and regulating the powers of thecorporation, its board of directors, and shareholders;
            (D) a par value for authorized shares or classes of shares;and
            (E) the imposition of personal liability on shareholders forthe debts of the corporation to a specified extent and uponspecified conditions; and
        (3) any provision that under this article is required or permittedto be set forth in the bylaws.
    (c) The articles of incorporation need not set forth any of thecorporate powers enumerated in this article.
As added by P.L.149-1986, SEC.5.

IC 23-1-21-3
Date of corporate existence; filing of articles as evidence of validexistence
    Sec. 3. (a) Unless a delayed effective date is specified, thecorporate existence begins when the articles of incorporation arefiled.
    (b) The secretary of state's filing of the articles of incorporationis conclusive proof that the incorporators satisfied all conditionsprecedent to incorporation except in a proceeding by the state to

cancel or revoke the incorporation or involuntarily dissolve thecorporation.
As added by P.L.149-1986, SEC.5.

IC 23-1-21-4
Persons acting on behalf of nonexistent corporation; liability
    Sec. 4. All persons purporting to act as or on behalf of acorporation, knowing there was no incorporation under this article,are jointly and severally liable for all liabilities created while soacting.
As added by P.L.149-1986, SEC.5.

IC 23-1-21-5
Organizational meeting
    Sec. 5. (a) After incorporation:
        (1) if initial directors are named in the articles of incorporation,the initial directors shall hold an organizational meeting, at thecall of a majority of the directors, to complete the organizationof the corporation by electing or appointing officers, adoptingbylaws, and carrying on any other business brought before themeeting;
        (2) if initial directors are not named in the articles ofincorporation, the incorporator or incorporators shall hold anorganizational meeting at the call of a majority of theincorporators to elect a board of directors who shall completethe organization of the corporation; and
        (3) if a corporation, under IC 23-1-33-1(c), will not have aboard of directors, the subscribers shall hold an organizationalmeeting to complete the organization of the corporation.
    (b) An action required or permitted by this article to be taken byincorporators or subscribers at an organizational meeting may betaken without a meeting if the action taken is evidenced by one (1)or more written consents that describe the action taken and that aresigned by each incorporator or subscriber.
    (c) An organizational meeting may be held in or out of Indiana.
As added by P.L.149-1986, SEC.5. Amended by P.L.226-1989,SEC.2.

IC 23-1-21-6
Bylaws
    Sec. 6. (a) The incorporators or board of directors of a corporationshall adopt initial bylaws for the corporation.
    (b) The bylaws of a corporation may contain any provision formanaging the business and regulating the affairs of the corporationthat is not inconsistent with law or the articles of incorporation.
As added by P.L.149-1986, SEC.5.

IC 23-1-21-7
Emergency bylaws
    Sec. 7. (a) Unless the articles of incorporation provide otherwise,

the board of directors of a corporation may adopt bylaws to beeffective only in an emergency defined in subsection (d). Theemergency bylaws may make all provisions necessary for managingthe corporation during the emergency, including:
        (1) procedures for calling a meeting of the board of directors;
        (2) quorum requirements for the meeting; and
        (3) designation of additional or substitute directors.
    (b) All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. Theemergency bylaws are not effective after the emergency ends.
    (c) Corporate action taken in good faith in accordance with theemergency bylaws:
        (1) binds the corporation; and
        (2) may not be used to impose liability on a corporate director,officer, employee, or agent.
    (d) An emergency exists for purposes of this section if anextraordinary event prevents a quorum of the corporation's directorsfrom assembling in time to deal with the business for which themeeting has been or is to be called.
As added by P.L.149-1986, SEC.5.