CHAPTER 27. RECORDS AND REPORTS
IC 23-17-27
Chapter 27. Records and Reports
IC 23-17-27-1
Required records
Sec. 1. (a) A corporation shall keep as permanent records a recordof the following:
(1) Minutes of meetings of the corporation's members and boardof directors.
(2) A record of actions taken by the members or directorswithout a meeting.
(3) A record of actions taken by committees of the board ofdirectors as authorized under IC 23-17-15-6(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or the corporation's agent shall maintain arecord of the corporation's members in a form that permitspreparation of a list of the names and addresses of all members, inalphabetical order by class, showing the number of votes eachmember is entitled to cast.
(d) A corporation shall maintain the corporation's records inwritten form or in another form capable of conversion into writtenform within a reasonable time.
(e) A corporation shall keep a copy of the following records at thecorporation's principal office:
(1) The corporation's articles of incorporation or restatedarticles of incorporation and all amendments to the articles ofincorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and allamendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directorsrelating to the characteristics, qualifications, rights, limitations,and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of allactions approved by the members for the past three (3) years.
(5) Written communications to members generally within thepast three (3) years, including the financial statements furnishedfor the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of thecorporation's current directors and officers.
(7) The corporation's most recent annual report delivered to thesecretary of state under section 8 of this chapter.
(f) Except as otherwise provided in articles of incorporation orbylaws, ballots must be retained by a corporation until the earlier ofthe following:
(1) The date of the next annual meeting.
(2) One (1) year after the date the ballot was received.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008,SEC.8.
IC 23-17-27-2 Member's right to inspect and copy records
Sec. 2. (a) Subject to subsection (e) and section 3(c) of thischapter, a member is entitled to inspect and copy, at a reasonabletime and location specified by the corporation, the records of thecorporation described in section 1(e) of this chapter if the membergives the corporation written notice or a written demand at least five(5) business days before the date on which the member desires toinspect and copy.
(b) Subject to subsection (e), a member may inspect and copy, ata reasonable time and reasonable location specified by thecorporation, the following records of the corporation if the membermeets the requirements of subsection (c) and gives the corporationwritten notice at least five (5) business days before the date on whichthe member desires to inspect and copy:
(1) Excerpts from records required to be maintained undersection 1(a) of this chapter, to the extent not subject toinspection under subsection (a).
(2) Accounting records of the corporation.
(3) Subject to section 5 of this chapter, the membership list.
(c) A member may inspect and copy the records identified insubsection (b) only if the following conditions exist:
(1) The member's demand is made in good faith and for aproper purpose.
(2) The member describes with reasonable particularity thepurpose and the records the member desires to inspect.
(3) The records are directly connected with the purpose.
(d) This section does not affect the following:
(1) The rights of a member to inspect records underIC 23-17-11-1 or, if the member is in litigation with thecorporation, to the same extent as any other litigant.
(2) The power of a court, independently of this article, tocompel the production of corporate records for examination.
(e) The articles of incorporation or bylaws of a religiouscorporation may limit or abolish the right of a member under thissection to inspect and copy a corporate record.
(f) The articles of incorporation of a corporation may limit orabolish the following:
(1) The right of a member to obtain from the corporationinformation as to the identity of contributors to the corporation.
(2) The right of a member or the member's agent or attorney toinspect or copy the membership list if the corporation providesa reasonable means to mail communications to other membersthrough the corporation at the expense of the member makingthe request.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-3
Inspection by member's agent or attorney; copies; costs; list ofmembers
Sec. 3. (a) A member's agent or attorney, if authorized in writing,
has the same inspection and copying rights as the member the agentor attorney represents.
(b) The right to copy records under section 2 of this chapterincludes, if reasonable, the right to receive copies made byphotographic, xerographic, or other means.
(c) A corporation may impose a reasonable charge, covering thecosts of labor and material, for copies of any documents provided tothe member. The charge may not exceed the estimated cost ofproduction or reproduction of the records.
(d) A corporation may comply with a member's demand to inspectthe record of members under section 2(b)(3) of this chapter byproviding the member with a list of the corporation's members thatwas compiled not earlier than the date of the member's demand.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-4
Court order for inspection and copying; payment of costs bycorporation; restrictions on use of records
Sec. 4. (a) If a corporation does not allow a member who complieswith section 2(a) of this chapter to inspect and copy records requiredunder section 2(a) of this chapter to be available for inspection, thecircuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, thecorporation's registered office is located;
may order inspection and copying of the records demanded at thecorporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow amember to inspect and copy any other record, a member whocomplies with section 2(b) and 2(c) of this chapter may apply to thecircuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, thecorporation's registered office is located;
for an order to permit inspection and copying of the recordsdemanded. The court shall dispose of an application under thissubsection on an expedited basis.
(c) If the court orders inspection and copying of the recordsdemanded, the court shall also order the corporation to pay themember's costs, including reasonable attorney's fees, incurred toobtain the order unless the corporation proves that the corporationrefused inspection in good faith because the corporation had areasonable basis for doubt about the right of the member to inspectthe records demanded.
(d) If the court orders inspection and copying of the recordsdemanded, the court may impose reasonable restrictions on the useor distribution of the records by the demanding member.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-5 Membership list; use
Sec. 5. Without the consent of a board of directors, all or part ofa membership list may not be obtained or used by a person for apurpose unrelated to a member's interest as a member. Without theconsent of the board of directors, all or part of a membership list maynot be:
(1) used to solicit money or property unless the money orproperty will be used solely to solicit the votes of the membersin an election to be held by the corporation;
(2) used for a commercial purpose; or
(3) sold to or purchased by a person.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-6
Annual financial statements; furnishing to members
Sec. 6. (a) Except as provided in articles of incorporation orbylaws of a religious corporation, a corporation upon written demandfrom a member shall furnish the member the corporation's latestannual financial statements, which may be consolidated or combinedstatements of the corporation and the corporation's subsidiaries oraffiliates, as appropriate, that include a balance sheet as of the end ofthe fiscal year and statement of operations for that year. If financialstatements are prepared for the corporation on the basis of generallyaccepted accounting principles, the annual financial statements mustalso be prepared on that basis.
(b) If annual financial statements are reported upon by a certifiedpublic accountant, the accountant's report must accompany thestatements. If annual financial statements are not reported upon bya certified public accountant, the statements must be accompanied bythe statement of the president or the person responsible for thecorporation's financial accounting records that does the following:
(1) States the president's or other person's reasonable belief asto whether the statements were prepared on the basis ofgenerally accepted accounting principles and, if not, describesthe basis of preparation.
(2) Describes any respects in which the statements were notprepared on a basis of accounting consistent with the statementsprepared for the preceding year.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-7
Indemnification or advance of expenses to director; report tomembers
Sec. 7. If a corporation indemnifies or advances expenses to adirector under IC 23-17-16-1 through IC 23-17-16-11 in connectionwith a proceeding by or in the right of the corporation, thecorporation shall report the indemnification or advance in writing tothe members with or before the notice of the next meeting ofmembers.
As added by P.L.179-1991, SEC.1.
IC 23-17-27-8
Annual report; requirements
Sec. 8. (a) An annual report accompanied by the filing fee mustbe filed with the secretary of state by all nonprofit domestic andforeign corporations incorporated under this article or a previousstatute. However, this section does not apply to a corporation that isalready required to file an annual report with the secretary of state.
(b) A domestic corporation and each foreign corporationauthorized to transact business in Indiana shall deliver to thesecretary of state an annual report on a form prescribed and furnishedby the secretary of state that sets forth the following:
(1) The name of the corporation and the state or country underwhose law the corporation is incorporated.
(2) The street address of the corporation's registered office andthe name of the corporation's registered agent at the office inIndiana.
(3) The address of the corporation's principal office.
(4) The names and business or residence addresses of thecorporation's directors, secretary, and highest executive officer.
(c) The information in the annual report must be current on thedate the annual report is executed on behalf of the corporation.
(d) The first annual report must be delivered to the secretary ofstate in the year following the year in which a domestic corporationwas incorporated or a foreign corporation was authorized to transactbusiness. The report is due during the same month as the month inwhich the corporation was incorporated or authorized to transactbusiness. Subsequent annual reports must be delivered to thesecretary of state during that same month in the following years. Thesecretary of state may accept annual reports during the two (2)months before the month that the corporation was incorporated orauthorized to transact business.
(e) If an annual report does not contain the information requiredby this section, the secretary of state shall promptly notify thereporting domestic or foreign corporation in writing and return thereport to the corporation for correction. If the report is corrected tocontain the information required by this section and delivered to thesecretary of state within thirty (30) days after the effective date ofnotice, the report is considered to be timely filed.
(f) The secretary of state may mail the annual report form to anaddress shown for the corporation on the last annual report filed withthe secretary of state. The failure of the corporation to receive theannual report form from the secretary of state does not relieve thecorporation of the corporation's duty to deliver an annual report tothe office as required by this section.
(g) A domestic or foreign corporation may deliver to the secretaryof state for filing an amendment to the annual report if a change inthe information set forth in the annual report occurs after the reportis delivered to the secretary of state's office for filing and before thenext due date. This subsection applies only to a change that is notrequired to be made by an amendment to the articles of
incorporation. The amendment to the annual report must set forth thefollowing:
(1) The name of the corporation as shown on the records of thesecretary of state's office.
(2) The information as changed.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993,SEC.15; P.L.11-1996, SEC.24.