IC 23-17-7
    Chapter 7. Members; Admission; Types of Memberships; Rightsand Duties

IC 23-17-7-1
Criteria or procedures for admission; consent
    Sec. 1. (a) Articles of incorporation or bylaws may establishcriteria or procedures for admission of members.
    (b) A person may not be admitted as a member without theperson's consent.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-2
Consideration for admission
    Sec. 2. Except as provided in a corporation's articles ofincorporation or bylaws, a corporation may admit members for eitherof the following:
        (1) No consideration.
        (2) Consideration determined by the board of directors.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-3
Corporations without members
    Sec. 3. A corporation is not required to have members.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-4
Rights and duties; membership classes
    Sec. 4. Members shall have the same rights and obligations withrespect to:
        (1) voting;
        (2) dissolution;
        (3) redemption; and
        (4) transfer;
unless articles of incorporation or bylaws establish classes ofmembership with different rights or obligations. Members have thesame rights and obligations with respect to any other matters, exceptas set forth in or authorized by articles of incorporation or bylaws.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-5
Transfer rights; restrictions
    Sec. 5. (a) Except as set forth in or authorized by articles ofincorporation or bylaws, a member of a corporation may not transfera membership or any right arising from a membership.
    (b) Where transfer rights have been provided, a restriction ontransfer rights may not be binding with respect to a member holdinga membership issued before the adoption of the restriction unless therestriction is approved by the members and the affected member.
As added by P.L.179-1991, SEC.1.
IC 23-17-7-6
Liability for acts or debts of corporation
    Sec. 6. A member of a corporation is not personally liable for theacts or debts of the corporation. However, the member may becomepersonally liable because of the member's own acts or conduct.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-7
Liability for obligations; transferee's liability
    Sec. 7. (a) A member may become liable to the corporation fordues, assessments, or fees. However:
        (1) an article of incorporation or a bylaw provision; or
        (2) a resolution adopted by the board of directors;
authorizing or imposing dues, assessments, or fees does not createliability to pay the obligation. However, nonpayment constitutesgrounds for expelling or suspending the member or suspending orterminating the membership. The validity of mandatory membershipand the validity of a lien imposed by a recorded declaration ofcovenant or a similar commitment running with the real property oran interest in the real property is not affected by this subsection.
    (b) A permitted transferee of a membership having notice at thetime of the transfer of unpaid dues, assessments, or fees of thetransferor is liable to the corporation for unpaid dues, assessments,or fees. However, a transferee who is an executor, an administrator,a guardian, a trustee, a receiver, or a pledgee is not personally liablefor any unpaid consideration due to the corporation. An heir or alegatee who is a permitted transferee may surrender the membershipto the corporation without incurring any liability for any unpaidconsideration.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.7.

IC 23-17-7-8
Creditor's proceedings; liability of members; prerequisites;intervention and joinder
    Sec. 8. (a) A proceeding may not be brought by a creditor to reachor apply the liability, if any, of a member to the corporation unless:
        (1) final judgment has been rendered in favor of the creditoragainst the corporation and execution has been returnedunsatisfied in whole or in part;
        (2) the corporation has been adjudged bankrupt or a receiverhas been appointed with the power to collect debts that areceiver on demand of a creditor to bring a proceeding hasrefused to do; or
        (3) the corporation has been dissolved leaving debts unpaid.
However, a proceeding may not be brought more than three (3) yearsafter the happening of any of the events described in this subsection.
    (b) Creditors of the corporation, with or without reducing thecreditor's claims to judgment, may intervene in any creditor'sproceeding brought under subsection (a) to reach and apply unpaidamounts due the corporation. Members who owe amounts to the

corporation may be joined in the proceeding.
As added by P.L.179-1991, SEC.1.

IC 23-17-7-9
Advancements or loans to corporation; return or repayment
    Sec. 9. A member may advance or loan money to the corporationthat may be returned or repaid to the member at a time and under acondition that the corporation and the member agree. However, uponreturn or repayment, the member may not receive more than theprincipal amount of the money advanced or loaned, together withreasonable interest at a rate that is not in excess of market rate,whether fixed or variable, otherwise available without premium tothe corporation under the same circumstances at the time of theadvance or loan.
As added by P.L.179-1991, SEC.1.