IC 23-6-4
    Chapter 4. Indiana Business Development Credit CorporationLaw

IC 23-6-4-1
"Credit corporation" defined
    Sec. 1. As used in this chapter, "credit corporation" means acorporation to which the secretary of state has issued a certificate ofelection under section 8 of this chapter.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-2
"Lending agreement" defined
    Sec. 2. As used in this chapter, "lending agreement" means anagreement between a credit corporation and a lending institution,under which the lending institution agrees to lend funds to the creditcorporation in accordance with section 13 of this chapter.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-3
"Lending institution" defined
    Sec. 3. As used in this chapter, "lending institution" means a bankor trust company, industrial loan and investment company, creditunion, savings bank, bank of discount and deposit, small loancompany, savings association, insurance company or relatedcorporation, partnership, limited liability company, foundation,pension fund, or other institution engaged primarily in lending orinvesting funds.
As added by P.L.236-1985, SEC.1. Amended by P.L.42-1993,SEC.16; P.L.79-1998, SEC.24.

IC 23-6-4-4
"Loan limit" defined
    Sec. 4. As used in this chapter, "loan limit" means, for anymember, the maximum amount permitted to be outstanding at anyone (1) time on loans made by that member to a credit corporation,as determined by the credit corporation's board of directors.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-5
"Member" defined
    Sec. 5. As used in this chapter, "member" means a lendinginstitution authorized to do business in Indiana that enters into alending agreement with, and undertakes to make member loans to, acredit corporation organized or operated under this chapter.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-6
"Member loan" defined
    Sec. 6. As used in this chapter, "member loan" means a loan made

by a member upon the call of the credit corporation under its lendingagreement with the member and section 13 of this chapter.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-7
"Small business concern" defined
    Sec. 7. As used in this chapter, "small business concern" meansany business entity that qualifies as a small business concern underthe applicable section of the federal Aid to Small Business Act (15U.S.C. 632) and accompanying regulations.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-8
Election to accept chapter; amendment of articles of incorporation;resolution; vote of shareholders; approval; certificate of election
    Sec. 8. (a) Any corporation organized before January 1, 1985,under IC 23-1 (the Indiana General Corporation Act) may elect toaccept this chapter, and avail itself of the rights, privileges,immunities, and franchises provided by this chapter, by filing in theoffice of the secretary of state the election described in subsection(b), together with amended articles of incorporation allowing it tooperate under this chapter.
    (b) The board of directors of a corporation desiring to accept thischapter shall, by a resolution adopted by a majority vote of the board,approve a written election setting forth:
        (1) the name of the corporation;
        (2) the location of its principal office;
        (3) the name and post office address of its resident agent;
        (4) the date of its incorporation; and
        (5) a declaration that it accepts all of the terms and provisionsof this chapter.
    (c) The resolution of the board of directors electing to accept thischapter and the corporation's amended articles of incorporation shallbe submitted to a vote of the shareholders of the corporation entitledto vote on those proposals at a designated meeting called for thatpurpose. The affirmative votes of the holders of at least two-thirds(2/3) of the outstanding voting shares of the corporation are requiredfor adoption of the election and the amended articles ofincorporation. If the election and the amended articles ofincorporation are adopted, they shall be signed in duplicate by acurrent officer of the corporation, verified and affirmed subject topenalties for perjury, and presented in duplicate to the secretary ofstate at the secretary of state's office.
    (d) Upon the presentation of an election and amended articles ofincorporation adopted under this section, the secretary of state shallendorse an approval upon both of the duplicate copies of eachdocument, if the secretary determines that they conform to law. If allfees have been paid as required by law, the secretary shall also:
        (1) file one (1) copy of each document in the secretary's office;
        (2) issue a certificate of election to the corporation; and        (3) return the remaining copies bearing the endorsement of thesecretary's approval to the corporation.
    (e) Upon the issuance of a certificate of election to a corporationby the secretary of state under subsection (d):
        (1) the election becomes effective;
        (2) the corporation is entitled to all of the rights, privileges,immunities, powers, and franchises, and is subject to all of thepenalties, liabilities, and restrictions granted to or imposed uponcredit corporations organized by this chapter; and
        (3) the amendments to the corporation's articles of incorporationbecome effective.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-9
Purposes of corporations
    Sec. 9. The purposes for which a credit corporation may existmust include the following:
        (1) To assist, promote, encourage, and, through the cooperativeefforts of the institutions and corporations that from time totime become members of the credit corporation, develop andadvance the business prosperity and economic welfare ofIndiana.
        (2) To encourage and assist in the location of new business andindustry in Indiana and to rehabilitate existing Indiana businessand industry.
        (3) To stimulate and assist in the expansion of all kinds ofbusiness activity, primarily through the making of loans andother extensions of credit to small business concerns, forpurposes of:
            (A) promoting the business development and maintaining theeconomic stability of Indiana;
            (B) providing maximum opportunities for employment;
            (C) encouraging thrift; and
            (D) improving the standard of living of the citizens ofIndiana.
        (4) To cooperate with other organizations, public or private, theobjectives of which are the promotion and advancement ofindustrial, commercial, agricultural, or recreationaldevelopments in Indiana.
        (5) To furnish money and credit to approved and deservingapplicants, primarily small business concerns, for thepromotion, development, and conduct of all kinds of businessactivity in Indiana, and to thereby establish a source of creditnot otherwise readily available to those applicants.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-10
Powers of corporations
    Sec. 10. In furtherance of its purposes and in addition to thepowers conferred on corporations by IC 23-1, a credit corporation

may:
        (1) borrow money from any lending institution or from anyagency established under the Small Business Investment Act of1958 (Public Law 85-699, 72 Stat. 689), as amended, or underother federal or state statutes;
        (2) do all things necessary or desirable to secure aid, assistance,loans, and other financing from its members (whether asmember loans or otherwise);
        (3) issue bonds, debentures, notes, or other evidences ofindebtedness, whether secured or unsecured, and secure any ofthose instruments by a mortgage, pledge, deed of trust, or otherlien on any property, franchise, rights, or privileges of the creditcorporation, without securing member or shareholder approval;
        (4) lend money to, and guarantee, endorse, or act as surety onthe bonds, notes, contracts, or other obligations of, or otherwiseassist financially, any person, firm, corporation, limited liabilitycompany, or association;
        (5) establish and regulate the terms and conditions oftransactions entered into under subdivision (4) and the chargesfor interest and services connected with those transactions;
        (6) acquire any interest in the goodwill, business rights, real andpersonal property, and other assets of any persons orcorporations and assume, undertake, or pay the obligations,debts, and liabilities of that person or corporation;
        (7) acquire improved or unimproved real estate for the purposeof constructing industrial plants or other businessestablishments;
        (8) acquire, construct, reconstruct, alter, repair, maintain,operate, sell, convey, transfer, lease, or otherwise dispose ofindustrial plants or business establishments;
        (9) acquire, subscribe for, own, sell, hold, assign, transfer,mortgage, pledge, or otherwise dispose of the stock, shares,bonds, debentures, notes, or other securities and evidences ofinterest in or indebtedness of any person or corporation and,while the owner or holder of such a property interest, exerciseall the rights, powers, and privileges of ownership, includingthe right to vote;
        (10) acquire and dispose of an interest in any other type of realor personal property, including any real or personal propertyacquired by the corporation from time to time in the satisfactionof debts or as a result of the enforcement of obligations;
        (11) mortgage, pledge, or otherwise encumber any property,right, or thing of value acquired by the credit corporation assecurity for the payment of any part of the purchase price forthe acquired item;
        (12) cooperate with and avail itself of the facilities of theUnited States Department of Commerce, the Indiana economicdevelopment corporation, and any other similar state or federalgovernmental agencies;
        (13) cooperate with, assist, and otherwise encourage

organizations in the various communities of Indiana in thepromotion, assistance, and development of the businessprosperity and economic well-being of those communities,Indiana, or any political subdivision of Indiana;
        (14) make, amend, and repeal bylaws, not inconsistent with itsarticles of incorporation or with the laws of Indiana, for theadministration and regulation of the affairs of the corporation,which bylaws may:
            (A) establish internal governance procedures and standards,including procedures for voting by proxy at and for givingnotice of meetings of directors and of members andshareholders, procedures and standards for the payment ofdividends, and procedures for the delegation by the board ofdirectors of its authority under the articles of incorporationand this chapter to one (1) or more committees of the boardor to officers of the corporation; and
            (B) give the board of directors or committees of the boardthe power to pass resolutions necessary or convenient tocarrying out the purposes of the corporation; and
        (15) do all acts and things necessary or convenient to carryingout the powers expressly granted in this chapter.
As added by P.L.236-1985, SEC.1. Amended by P.L.8-1993,SEC.318; P.L.4-2005, SEC.132.

IC 23-6-4-11
Persons or entities qualified to participate; shareholders' rights;amount of capital stock acquired
    Sec. 11. (a) Notwithstanding any other law, any person, domesticor foreign corporation, public utility company, insurance company,lending institution, or trust may acquire, purchase, hold, sell, assign,transfer, mortgage, pledge, or otherwise dispose of any bonds,securities, other evidence of indebtedness, or shares of the capitalstock of a credit corporation. While a shareholder of a creditcorporation, such a person or entity may exercise all the rights,powers, and privileges granted other shareholders of the creditcorporation, including the right to vote. Except as otherwisespecifically provided in this chapter, such a person or entity may takeany action authorized by this section without the approval of anyIndiana regulatory authority.
    (b) The amount of capital stock of a credit corporation that amember may acquire under this section is in addition to the amountof capital stock in corporations that the member may otherwiseacquire.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-12
Lending institutions as members; loans
    Sec. 12. Notwithstanding any other law, lending institutions maybecome members of a credit corporation and make loans to the creditcorporation as provided in this chapter.As added by P.L.236-1985, SEC.1.

IC 23-6-4-13
Lending agreements; time of membership; evidence of loans;interest
    Sec. 13. Any lending institution may become a member of a creditcorporation by entering into a lending agreement with the creditcorporation on such form and in such manner as the board ofdirectors of the credit corporation may require. Membership in acredit corporation becomes effective upon execution of such anagreement. Each member shall lend funds to the credit corporationaccording to the terms of the lending agreement. The board ofdirectors of the credit corporation shall determine and approve theterms for lending agreements, subject to the following conditions:
        (1) The total amount outstanding on loans to the creditcorporation made by any member under its lending agreementor otherwise at any time, when added to the amount of theinvestment in the capital stock of the credit corporation thenheld by that member, may not exceed the lesser of:
            (A) any limit established by applicable state or federal law;or
            (B) the loan limit for that member.
        (2) All loans made to the credit corporation by members mustbe evidenced by bonds, debentures, notes, or other evidences ofindebtedness of the credit corporation.
        (3) The board of directors of the credit corporation shalldetermine the interest rate for the debt instruments referred toin subdivision (2).
As added by P.L.236-1985, SEC.1.

IC 23-6-4-14
Duration of membership; withdrawal of membership
    Sec. 14. The board of directors of a credit corporation shalldetermine the duration of membership in the credit corporation.However, upon written notice given to the credit corporation ninety(90) days in advance, a member may withdraw from membership inthe credit corporation. After notice of the intended withdrawal of amember has been received by the credit corporation, the member isnot obligated to make any further loans to the credit corporation.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-15
Powers of members and shareholders; voting rights
    Sec. 15. (a) Only the members and shareholders of a creditcorporation may exercise the following powers of the creditcorporation:
        (1) To elect directors of the credit corporation as provided insection 16 of this chapter.
        (2) To amend the credit corporation's articles of incorporationas provided in section 17 of this chapter.        (3) To dissolve the credit corporation as provided in section 19of this chapter.
        (4) To exercise such other of the powers of the creditcorporation, consistent with this chapter, as may be conferredon the members and shareholders by the bylaws of the creditcorporation.
    (b) As to any matter requiring action by the members andshareholders of the credit corporation, the members and shareholdersshall vote separately on that matter by classes. Except as otherwiseprovided in this chapter, such a matter requires the affirmative voteof at least a majority of the votes to which the members present orrepresented at the meeting are entitled and the affirmative vote of atleast a majority of the votes to which the shareholders present orrepresented at the meeting are entitled.
    (c) Each shareholder has one (1) vote for each share of stock heldby the shareholder, and each member has one (1) vote. However,additional votes may be granted to any member or group of membersby the articles of incorporation of the credit corporation.
    (d) As to any matter requiring action by the members andshareholders of a credit corporation, the members and shareholdersmay vote either in person or by proxy.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-16
Board of directors; loan committees
    Sec. 16. (a) Except as otherwise provided in section 15 of thischapter, the corporate powers of a credit corporation shall beexercised by its board of directors. The board of directors of a creditcorporation consists of:
        (1) thirteen (13) individuals who are elected to serve asdirectors by the shareholders and members of the creditcorporation; and
        (2) two (2) ex officio directors as provided in subsection (c).
Each elected director must be at least eighteen (18) years of age, acitizen of the United States, and a resident of Indiana.
    (b) The number of directors to be elected by the shareholders ofa credit corporation and the number of directors to be elected by themembers of the corporation must be included in the articles ofincorporation of the credit corporation.
    (c) The treasurer of state and the director of the department offinancial institutions shall each serve as an ex officio director of acredit corporation, with the same authority as an elected director, butwithout liability for that service, except for gross negligence orwillful misconduct.
    (d) If an elected director of a credit corporation ceases being acitizen of the United States or a resident of Indiana, the individual'sposition as a director of the credit corporation immediately becomesvacant.
    (e) If a vacancy occurs in the elected membership of the board ofdirectors of a credit corporation through death, resignation, or

otherwise, the vacancy shall be filled in the manner prescribed in thissubsection. A vacancy in the office of a director elected by themembers shall be filled by the directors elected by the members, anda vacancy in the office of a director elected by the shareholders shallbe filled by the directors elected by the shareholders.
    (f) The board of directors of a credit corporation, by resolutionadopted by a majority of the actual number of directors holdingoffice, may establish a loan committee. Except as otherwise providedin this chapter, such a loan committee, to the extent provided in theresolution, may exercise all the authority of the board of directorsover the lending operations of the credit corporation. However, onlyan individual who is a member of the credit corporation's board ofdirectors or who has significant commercial lending experience mayserve on the loan committee.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-17
Amendment of articles of incorporation
    Sec. 17. (a) Subject to subsection (b), a credit corporation'sarticles of incorporation may be amended by the members andshareholders of the corporation. The members and shareholders shallvote on proposed amendments in the manner prescribed by section15 of this chapter. However, the affirmative vote of at leasttwo-thirds (2/3) of the votes to which each class is entitled isrequired for adoption of an amendment.
    (b) An amendment to the articles of incorporation that isinconsistent with the general purposes expressed in this chapter orthat authorizes any additional class of capital stock to be issued maynot be adopted. In addition, an amendment of the articles ofincorporation that:
        (1) increases the obligation of a member to make loans to thecredit corporation;
        (2) makes any change in the principal amount, interest rate,maturity date, or security or credit position of any outstandingloan of a member to the credit corporation; or
        (3) affects a member's voting rights;
may not be made without the consent of each member affected by theamendment.
    (c) An amendment to the articles of incorporation of a creditcorporation shall be filed with the secretary of state. The amendmenttakes effect on the date of that filing.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-18
Deposits of funds
    Sec. 18. (a) A credit corporation may deposit its funds only in afinancial institution that has been designated as a depository by avote of a majority of the directors of the credit corporation present atan authorized meeting of the board of directors. However, a directorof the credit corporation who is also an officer or director of a

financial institution may not vote on a proposal to designate thatfinancial institution as a depository and may not be counted as beingpresent when a vote on such a proposal is taken.
    (b) A credit corporation may not receive money on deposit.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-19
Period of existence; dissolution of corporation
    Sec. 19. (a) The period of existence of a credit corporation mustbe perpetual, subject to the right of the members and shareholders todissolve the corporation under subsection (b).
    (b) The members and shareholders of a credit corporation maydissolve the credit corporation. The members and shareholders shallvote on a proposal to dissolve the credit corporation in the mannerprescribed by section 15 of this chapter. However, the affirmativevote of at least two-thirds (2/3) of the votes to which each class isentitled is required to dissolve the credit corporation.
    (c) Upon dissolution of a credit corporation, none of the creditcorporation's assets may be distributed to the shareholders until allsums due the members and creditors of the credit corporation havebeen paid in full.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-20
State development company
    Sec. 20. A credit corporation is a state development company, asdefined in the Small Business Investment Act of 1958 (P.L.85-699,72 Stat.689) or any similar federal statute, and is authorized tooperate on a statewide basis.
As added by P.L.236-1985, SEC.1.

IC 23-6-4-21
Exemptions; securities registration; taxation; financial institutionsregulation
    Sec. 21. (a) Any securities issued by a credit corporation areexempt from registration under, or compliance with, IC 23-19.
    (b) Any tax exemptions, tax credits, or tax privileges granted tobanks, savings and loan associations, trust companies, and otherfinancial institutions by Indiana law are granted to a creditcorporation.
    (c) A credit corporation is exempt from regulation under, orcompliance with, IC 28-1-1 through IC 28-1-23. However, thedepartment of financial institutions shall conduct an annualexamination of the credit corporation for the purpose of determiningits financial condition.
As added by P.L.236-1985, SEC.1. Amended by P.L.27-2007,SEC.22.

IC 23-6-4-22
Reports    Sec. 22. Each credit corporation shall make an annual report of itscondition to the governor and the general assembly before March 2of each year. An annual report under this section to the generalassembly must be in an electronic format under IC 5-14-6.
As added by P.L.236-1985, SEC.1. Amended by P.L.28-2004,SEC.162.

IC 23-6-4-23
Application of IC 23-1
    Sec. 23. IC 23-1 applies to a credit corporation. However, if thereis a conflict between IC 23-1 and this chapter, this chapter controls.
As added by P.L.236-1985, SEC.1.