IC 28-1-5
    Chapter 5. Banks, Trust Companies, and Building and LoanAssociations Generally

IC 28-1-5-1
"Corporation" and "shareholder" defined
    Sec. 1. (a) As used in this chapter, "corporation" means a bank,trust company, or savings association organized or reorganized underthe provisions of this article and any bank of discount and deposit,loan and trust and safe deposit company, trust company, or savingsassociation.
    (b) As used in this chapter, "shareholder" means a person who isa holder of record of shares of stock in a corporation, including amember of a share account association or a deposit association, asthose terms are defined in IC 28-15-1.
(Formerly: Acts 1933, c.40, s.89.) As amended by P.L.263-1985,SEC.19; P.L.266-1987, SEC.7; P.L.14-1992, SEC.66; P.L.79-1998,SEC.35.

IC 28-1-5-2
Corporate capacity and authority; general rights, powers, andprivileges; authority to purchase and hold life insurance
    Sec. 2. (a) Every corporation has the capacity to act that ispossessed by a natural person, but has the authority to perform onlythose acts that are necessary, convenient, or expedient to accomplishthe purposes for which it is formed and that are not repugnant to law.
    (b) Subject to any limitations or restrictions imposed by law or bythe articles of incorporation, each corporation has the followinggeneral rights, powers, and privileges:
        (1) To continue as a corporation, under its corporate name, forthe period limited in its articles of incorporation, or, if theperiod is not so limited, then perpetually.
        (2) To sue and be sued in its corporate name.
        (3) To have a corporate seal and to alter such seal at itspleasure.
        (4) To acquire, own, hold, use, lease, mortgage, pledge, sell,convey, or otherwise dispose of property, real and personal,tangible and intangible, in the manner and to the extenthereinafter provided.
        (5) To borrow money and to mortgage or pledge its property tosecure the payment thereof, in the manner and to the extenthereinafter provided; but no financial institution having powerto accept deposits of money shall pledge any of the assets ofsuch financial institution as security for the safekeeping andprompt payment of any money so deposited, except that anysuch financial institution may, for the safekeeping and promptpayment of any money so deposited, give security of the kindauthorized by any statute of this state or by the Congress of theUnited States. Notwithstanding this subdivision, a financialinstitution may receive deposits of state and federal public

funds and may pledge securities or other assets for therepayment of deposits if the pledge is permitted by applicablelaw or regulation.
        (6) To conduct business in this state and elsewhere.
        (7) To appoint such officers and agents as the business of thecorporation may require and to do the following with respect toany officers or agents appointed:
            (A) Define their duties.
            (B) Fix their compensation, which may includecompensation paid pursuant to any plan of deferredcompensation approved by the corporation's board ofdirectors.
            (C) Enter into employment contracts with the corporation'sofficers and agents which set forth terms and conditions ofemployment.
            (D) Provide the corporation's officers, agents, and employeeswith individual or group life insurance.
            (E) Procure and maintain in effect for the benefit of thebank, insurance on the life or lives of designated officers ordirectors.
        (8) To make bylaws for the government and regulation of itsaffairs.
        (9) To cease doing business and to dissolve and surrender itscorporate franchise.
        (10) To do all acts and things necessary, convenient, orexpedient to carry out the purposes for which it is formed.
    (c) Subject to any limitations or restrictions that the departmentmay impose by rule or policy, each corporation may purchase andhold life insurance as follows:
        (1) Life insurance purchased or held in connection withemployee compensation or benefit plans approved by thecorporation's board of directors.
        (2) Life insurance purchased or held to recover the cost ofproviding preretirement or postretirement employee benefitsapproved by the corporation's board of directors.
        (3) Life insurance on the lives of borrowers.
        (4) Life insurance held as security for a loan.
        (5) Life insurance that a national bank may purchase or holdunder 12 U.S.C. 24 (Seventh).
(Formerly: Acts 1933, c.40, s.90; Acts 1937, c.33, s.10; Acts 1963,c.179, s.1; Acts 1969, c.280, s.2; Acts 1971, P.L.394, SEC.23; Acts1974, P.L.128, SEC.2.) As amended by P.L.266-1987, SEC.8;P.L.10-2006, SEC.29 and P.L.57-2006, SEC.29; P.L.35-2010,SEC.111.

IC 28-1-5-3
Principal office; change of location
    Sec. 3. Every corporation shall maintain an office or place ofbusiness in this state, which shall be known as the "principal office",and which shall be located in a county in which the corporation

conducts business. The post office address of the principal officeshall be stated in the original articles of incorporation, at the time ofthe incorporation. Thereafter, the location of the principal office maybe changed at any time or from time to time when authorized by theboard of directors and approved by the department, by filing with thesecretary of state on or before the day on which the change is to takeeffect, a certificate signed by the president or a vice president and bythe secretary or cashier of the corporation and verified by one of theofficers signing the certificate, stating the change to be made andreciting that the change is made pursuant to authorization by theboard of directors.
(Formerly: Acts 1933, c.40, s.91.) As amended by P.L.33-1991,SEC.12.

IC 28-1-5-4
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-5
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-6
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-7
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-8
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-8.5
Shareholders' derivative proceedings; procedure
    Sec. 8.5. (a) A person may not commence a proceeding in theright of a corporation unless the person was a shareholder of thecorporation when the transaction complained of occurred or unlessthe person became a shareholder through transfer by operation of lawfrom one who was a shareholder at that time. The derivativeproceeding may not be maintained if it appears that the personcommencing the proceeding does not fairly and adequately representthe interests of the shareholders in enforcing the right of thecorporation.
    (b) A complaint in a proceeding brought in the right of acorporation must be verified and allege with particularity the demandmade, if any, to obtain action by the board of directors, and eitherthat the demand was refused or ignored or why the shareholder didnot make the demand. Whether or not a demand for action was made,

if the corporation commences an investigation of the charges madein the demand or complaint (including an investigation commencedunder subsection (d)), the court may stay any proceeding until theinvestigation is completed.
    (c) A proceeding commenced under this section may not bediscontinued or settled without the court's approval. If the courtdetermines that a proposed discontinuance or settlement willsubstantially affect the interest of the corporation's shareholders ora class of shareholders, the court shall direct that notice be given theshareholders affected. On termination of the proceeding, the courtmay require the plaintiff to pay any defendant's reasonable expenses(including attorney's fees) incurred in defending the proceeding if itfinds that the proceeding was commenced without reasonable cause.
    (d) Unless prohibited by the articles of incorporation, the boardof directors may establish a committee consisting of three (3) ormore disinterested directors or other disinterested persons todetermine:
        (1) whether the corporation has a legal or equitable right orremedy; and
        (2) whether it is in the best interests of the corporation to pursuethat right or remedy, if any, or to dismiss a proceeding thatseeks to assert that right or remedy on behalf of the corporation.
    (e) In making a determination under subsection (d), the committeeis not subject to the direction or control of or termination by theboard. A vacancy on the committee may be filled by the majority ofthe remaining members by selection of another disinterested directoror other disinterested person.
    (f) If the committee determines that pursuit of a right or remedythrough a derivative proceeding or otherwise is not in the bestinterests of the corporation, the merits of that determination shall bepresumed to be conclusive against any shareholder making a demandor bringing a derivative proceeding with respect to such right orremedy, unless such shareholder can demonstrate that:
        (1) the committee was not disinterested, as described insubsection (g); or
        (2) the committee's determination was not made after aninvestigation conducted in good faith.
    (g) For purposes of this section, a director or other person isdisinterested if the director or other person:
        (1) has not been made a party to a derivative proceeding seekingto assert the right or remedy in question, or has been made aparty but only on the basis of a frivolous or insubstantial claimor for the sole purpose of seeking to disqualify the director orother person from serving on the committee;
        (2) is able under the circumstances to render a determination inthe best interests of the corporation; and
        (3) is not an officer, employee, or agent of the corporation or ofa related corporation. However, an officer, employee, or agentof the corporation or a related corporation who meets thestandards of subdivisions (1) through (2) shall be considered

disinterested in any case in which the right or remedy underscrutiny is not assertable against a director or officer of thecorporation or the related corporation.
    (h) For purposes of this section, "shareholder" includes abeneficial owner whose shares are held in a voting trust or held by anominee on the owner's behalf.
As added by P.L.266-1987, SEC.9.

IC 28-1-5-9
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-10
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-11
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-11.5
Repealed
    (Repealed by P.L.42-1993, SEC.103.)

IC 28-1-5-11.7
Repealed
    (Repealed by P.L.42-1993, SEC.103.)

IC 28-1-5-12
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-13
Repealed
    (Repealed by P.L.14-1992, SEC.165.)

IC 28-1-5-14
Repealed
    (Repealed by P.L.143-1984, SEC.1.)

IC 28-1-5-15
Books of accounts; minutes; stock transfer book
    Sec. 15. Every corporation shall keep correct and complete booksof accounts and minutes of the proceedings of its shareholders,directors, executives and/or finance committees, and it shall likewisekeep, at its principal office, an original or a duplicate stock transferbook and/or records giving the names and addresses of allshareholders and the number of shares held by each.
(Formerly: Acts 1933, c.40, s.102; Acts 1935, c.5, s.20.)
IC 28-1-5-16
Requirement to provide property tax information in certaintransactions
    Sec. 16. With respect to a residential real property financing orrefinancing, a corporation shall comply with IC 6-1.1-12-43.
As added by P.L.64-2004, SEC.29.