CHAPTER 2. DEFINITIONS

IC 23-17-2
    Chapter 2. Definitions

IC 23-17-2-1
Application of chapter
    Sec. 1. The definitions in this chapter apply throughout thisarticle.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-2
"Approved by the members"
    Sec. 2. "Approved by the members" means the votes cast favoringan action exceed the votes cast opposing the action:
        (1) at a duly held meeting at which a quorum is present; or
        (2) by a written ballot or written consent in conformity with thisarticle unless this article, articles of incorporation, or bylawsrequires a greater number of affirmative votes.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-3
"Articles of incorporation"
    Sec. 3. "Articles of incorporation" includes amended and restatedarticles of incorporation, articles of merger, and articles ofacceptance.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-4
"Board of directors"
    Sec. 4. (a) "Board of directors" means the person or group ofpersons vested with overall management of the affairs of thedomestic or foreign corporation.
    (b) The term does not include a person or group of personsbecause of powers delegated to the person or group underIC 23-17-12-1.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-5
"Bylaws"
    Sec. 5. "Bylaws" means a code of rules, other than articles ofincorporation, adopted under this article for the regulation ormanagement of the affairs of a domestic or foreign corporation.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-6
"Class"
    Sec. 6. "Class" means a group of memberships that have the samerights with respect to voting, dissolution, redemption, and transfer.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-7 "Corporation"
    Sec. 7. (a) "Corporation" means a public benefit, mutual benefit,or religious corporation incorporated under or subject to this article.
    (b) The term does not include a foreign corporation.
    (c) For purposes of IC 23-17-24, the term does not include ahomeowners association (as defined in IC 34-6-2-58).
As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005,SEC.3.

IC 23-17-2-8
"Delegate"
    Sec. 8. "Delegate" means a person elected or appointed to vote ina representative assembly for the election of a director or on othermatters.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-9
"Director"
    Sec. 9. "Director" means an individual designated in articles ofincorporation or bylaws, elected by the incorporators or otherwiseelected or appointed, to act as a member of a board of directors.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-10
"Distribution"
    Sec. 10. (a) "Distribution" means a direct or an indirect transferof money or other property or incurrence or transfer of indebtednessby a corporation to or for the benefit of a person.
    (b) The term includes a dividend and a purchase, redemption, orother acquisition of memberships.
    (c) The term does not include payment of reasonable value forproperty received or services performed or payment of reasonablebenefits in furtherance of the corporation's purposes.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-11
"Domestic corporation"
    Sec. 11. (a) "Domestic corporation" means a public benefit,mutual benefit, or religious corporation incorporated under or subjectto this article.
    (b) The term does not include a foreign corporation.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-12
"Entity"
    Sec. 12. "Entity" includes the following:
        (1) A domestic corporation or a foreign corporation.
        (2) A corporation incorporated under IC 23-1 or a foreigncorporation admitted to do business under IC 23-1.
        (3) A corporation incorporated under any other statute.        (4) A for-profit or nonprofit unincorporated association.
        (5) A corporation sole.
        (6) A business trust, an estate, a partnership, a trust, and at leasttwo (2) persons having a joint or common economic interest.
        (7) A state, the United States, or a foreign government.
        (8) A limited liability company or a foreign limited liabilitycompany.
As added by P.L.179-1991, SEC.1. Amended by P.L.8-1993,SEC.331.

IC 23-17-2-13
"Foreign corporation"
    Sec. 13. "Foreign corporation" means a corporation incorporatedas a nonprofit corporation under a law other than an Indiana law.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-14
"Governmental subdivision"
    Sec. 14. "Governmental subdivision" includes authority, county,district, and municipality.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-15
"Individual"
    Sec. 15. "Individual" means a natural person. The term includesthe estate of an incompetent or a deceased individual.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-16
"Mail"
    Sec. 16. "Mail" means either of the following:
        (1) First class, certified, or registered United States mail,postage prepaid.
        (2) Private carrier service, fees prepaid or billed to the sender.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-17
"Member"
    Sec. 17. (a) "Member" means a person who, on more than one (1)occasion, has the right to vote for the election of a director under acorporation's articles of incorporation or bylaws.
    (b) A person is not a member because of any of the following:
        (1) Any rights the person has as a delegate.
        (2) Any rights the person has to designate a director.
        (3) Any rights the person has as a director.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-18
"Membership"
    Sec. 18. "Membership" means the rights and obligations a

member has under a corporation's articles of incorporation, bylaws,and this article.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-19
"Mutual benefit corporation"
    Sec. 19. "Mutual benefit corporation" means a domesticcorporation that:
        (1) is formed as a mutual benefit corporation under this title;
        (2) is designated a mutual benefit corporation by another law;or
        (3) is not a public benefit corporation or religious corporation.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-20
"Person"
    Sec. 20. "Person" means an individual or entity.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-21
"Principal office"
    Sec. 21. "Principal office" means the office, inside or outside ofIndiana, designated in an annual report filed under IC 23-17-27-8where the principal offices of a domestic or foreign corporation arelocated.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-22
"Proceeding"
    Sec. 22. "Proceeding" includes a civil suit and a criminal, anadministrative, and an investigatory action.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-23
"Public benefit corporation"
    Sec. 23. "Public benefit corporation" means a domesticcorporation that is the following:
        (1) Either:
            (A) formed as a public benefit corporation under this title;
            (B) designated as a public benefit corporation by anotherlaw;
            (C) recognized as tax exempt under Section 501(c)(3) of theInternal Revenue Code of 1986; or
            (D) otherwise organized for a public or charitable purpose,including a veterans organization or a post, a unit, or anauxiliary of the veterans organization, that is chartered by afederal statute for patriotic, public, or charitable purposesand recognized as tax exempt under Section 501(c)(4) orSection 501(c)(19) of the Internal Revenue Code.
        (2) Restricted so that on dissolution the corporation must

distribute the corporation's assets to an organization organizedfor a public or charitable purpose, a religious corporation, theUnited States, a state, or a person that is recognized as exemptunder Section 501(c)(3) of the Internal Revenue Code of 1986.
        (3) Not a religious corporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.5.

IC 23-17-2-24
"Record date"
    Sec. 24. "Record date" means the date established under this titleon which a corporation determines the identity of the corporation'smembers for the purposes of this article.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-25
"Religious corporation"
    Sec. 25. "Religious corporation" means a domestic corporationthat is:
        (1) formed as a religious corporation under this title;
        (2) designated a religious corporation by another law; or
        (3) organized primarily or exclusively for religious purposes.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-26
"Secretary"
    Sec. 26. "Secretary" means the corporate officer to whom a boardof directors has delegated responsibility under IC 23-17-14-1(b) for:
        (1) custody of the minutes of the meetings of a board ofdirectors and members; and
        (2) authenticating the records;
of a corporation.
As added by P.L.179-1991, SEC.1.

IC 23-17-2-27
"Vote", "voting", or "casting a vote"
    Sec. 27. (a) "Vote" includes authorization by written ballot, and"voting" or "casting a vote" includes the giving of written consent.
    (b) Even if a person entitled to vote characterizes the conduct asvoting or casting a vote, the term does not include:
        (1) recording the fact of abstention or failing to vote for acandidate; or
        (2) approving or disapproving of a matter.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008,SEC.3.

IC 23-17-2-28
"Voting power"
    Sec. 28. (a) "Voting power" means the total number of votesentitled to be cast for the election of directors at the time thedetermination of voting power is made.    (b) The term does not include a vote that is contingent upon thehappening of a condition or an event that has not occurred at thetime. If a class is entitled to vote as a class for directors, thedetermination of voting power of the class shall be based on thepercentage of the number of directors the class is entitled to elect outof the total number of authorized directors.
As added by P.L.179-1991, SEC.1.