IC 23-17-27-1 Required records
Sec. 1. (a) A corporation shall keep as permanent records a record
of the following:
(1) Minutes of meetings of the corporation's members and board
of directors.
(2) A record of actions taken by the members or directors
without a meeting.
(3) A record of actions taken by committees of the board of
directors 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 a
record of the corporation's members in a form that permits
preparation of a list of the names and addresses of all members, in
alphabetical order by class, showing the number of votes each
member is entitled to cast.
(d) A corporation shall maintain the corporation's records in
written form or in another form capable of conversion into written
form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the
corporation's principal office:
(1) The corporation's articles of incorporation or restated
articles of incorporation and all amendments to the articles of
incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all
amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors
relating 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 all
actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the
past three (3) years, including the financial statements furnished
for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the
corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the
secretary of state under section 8 of this chapter.
(f) Except as otherwise provided in articles of incorporation or
bylaws, ballots must be retained by a corporation until the earlier of
the 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 this
chapter, a member is entitled to inspect and copy, at a reasonable
time and location specified by the corporation, the records of the
corporation described in section 1(e) of this chapter if the member
gives the corporation written notice or a written demand at least five
(5) business days before the date on which the member desires to
inspect and copy.
(b) Subject to subsection (e), a member may inspect and copy, at
a reasonable time and reasonable location specified by the
corporation, the following records of the corporation if the member
meets the requirements of subsection (c) and gives the corporation
written notice at least five (5) business days before the date on which
the member desires to inspect and copy:
(1) Excerpts from records required to be maintained under
section 1(a) of this chapter, to the extent not subject to
inspection 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 in
subsection (b) only if the following conditions exist:
(1) The member's demand is made in good faith and for a
proper purpose.
(2) The member describes with reasonable particularity the
purpose 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 under
IC 23-17-11-1 or, if the member is in litigation with the
corporation, to the same extent as any other litigant.
(2) The power of a court, independently of this article, to
compel the production of corporate records for examination.
(e) The articles of incorporation or bylaws of a religious
corporation may limit or abolish the right of a member under this
section to inspect and copy a corporate record.
(f) The articles of incorporation of a corporation may limit or
abolish the following:
(1) The right of a member to obtain from the corporation
information as to the identity of contributors to the corporation.
(2) The right of a member or the member's agent or attorney to
inspect or copy the membership list if the corporation provides
a reasonable means to mail communications to other members
through the corporation at the expense of the member making
the 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 of
members
Sec. 3. (a) A member's agent or attorney, if authorized in writing,
has the same inspection and copying rights as the member the agent
or attorney represents.
(b) The right to copy records under section 2 of this chapter
includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.
(c) A corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to
the member. The charge may not exceed the estimated cost of
production or reproduction of the records.
(d) A corporation may comply with a member's demand to inspect
the record of members under section 2(b)(3) of this chapter by
providing the member with a list of the corporation's members that
was 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 by
corporation; restrictions on use of records
Sec. 4. (a) If a corporation does not allow a member who complies
with section 2(a) of this chapter to inspect and copy records required
under section 2(a) of this chapter to be available for inspection, the
circuit 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, the
corporation's registered office is located;
may order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a
member to inspect and copy any other record, a member who
complies with section 2(b) and 2(c) of this chapter may apply to the
circuit 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, the
corporation's registered office is located;
for an order to permit inspection and copying of the records
demanded. The court shall dispose of an application under this
subsection on an expedited basis.
(c) If the court orders inspection and copying of the records
demanded, the court shall also order the corporation to pay the
member's costs, including reasonable attorney's fees, incurred to
obtain the order unless the corporation proves that the corporation
refused inspection in good faith because the corporation had a
reasonable basis for doubt about the right of the member to inspect
the records demanded.
(d) If the court orders inspection and copying of the records
demanded, the court may impose reasonable restrictions on the use
or 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 of
a membership list may not be obtained or used by a person for a
purpose unrelated to a member's interest as a member. Without the
consent of the board of directors, all or part of a membership list may
not be:
(1) used to solicit money or property unless the money or
property will be used solely to solicit the votes of the members
in 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 or
bylaws of a religious corporation, a corporation upon written demand
from a member shall furnish the member the corporation's latest
annual financial statements, which may be consolidated or combined
statements of the corporation and the corporation's subsidiaries or
affiliates, as appropriate, that include a balance sheet as of the end of
the fiscal year and statement of operations for that year. If financial
statements are prepared for the corporation on the basis of generally
accepted accounting principles, the annual financial statements must
also be prepared on that basis.
(b) If annual financial statements are reported upon by a certified
public accountant, the accountant's report must accompany the
statements. If annual financial statements are not reported upon by
a certified public accountant, the statements must be accompanied by
the statement of the president or the person responsible for the
corporation's financial accounting records that does the following:
(1) States the president's or other person's reasonable belief as
to whether the statements were prepared on the basis of
generally accepted accounting principles and, if not, describes
the basis of preparation.
(2) Describes any respects in which the statements were not
prepared on a basis of accounting consistent with the statements
prepared 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 to
members
Sec. 7. If a corporation indemnifies or advances expenses to a
director under IC 23-17-16-1 through IC 23-17-16-11 in connection
with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to
the members with or before the notice of the next meeting of
members. 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 must
be filed with the secretary of state by all nonprofit domestic and
foreign corporations incorporated under this article or a previous
statute. However, this section does not apply to a corporation that is
already required to file an annual report with the secretary of state.
(b) A domestic corporation and each foreign corporation
authorized to transact business in Indiana shall deliver to the
secretary of state an annual report on a form prescribed and furnished
by the secretary of state that sets forth the following:
(1) The name of the corporation and the state or country under
whose law the corporation is incorporated.
(2) The street address of the corporation's registered office and
the name of the corporation's registered agent at the office in
Indiana.
(3) The address of the corporation's principal office.
(4) The names and business or residence addresses of the
corporation's directors, secretary, and highest executive officer.
(c) The information in the annual report must be current on the
date the annual report is executed on behalf of the corporation.
(d) The first annual report must be delivered to the secretary of
state in the year following the year in which a domestic corporation
was incorporated or a foreign corporation was authorized to transact
business. The report is due during the same month as the month in
which the corporation was incorporated or authorized to transact
business. Subsequent annual reports must be delivered to the
secretary of state during that same month in the following years. The
secretary of state may accept annual reports during the two (2)
months before the month that the corporation was incorporated or
authorized to transact business.
(e) If an annual report does not contain the information required
by this section, the secretary of state shall promptly notify the
reporting domestic or foreign corporation in writing and return the
report to the corporation for correction. If the report is corrected to
contain the information required by this section and delivered to the
secretary of state within thirty (30) days after the effective date of
notice, the report is considered to be timely filed.
(f) The secretary of state may mail the annual report form to an
address shown for the corporation on the last annual report filed with
the secretary of state. The failure of the corporation to receive the
annual report form from the secretary of state does not relieve the
corporation of the corporation's duty to deliver an annual report to
the office as required by this section.
(g) A domestic or foreign corporation may deliver to the secretary
of state for filing an amendment to the annual report if a change in
the information set forth in the annual report occurs after the report
is delivered to the secretary of state's office for filing and before the
next due date. This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation. The amendment to the annual report must set forth the
following:
(1) The name of the corporation as shown on the records of the
secretary 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.
IC 23-17-27-1 Required records
Sec. 1. (a) A corporation shall keep as permanent records a record
of the following:
(1) Minutes of meetings of the corporation's members and board
of directors.
(2) A record of actions taken by the members or directors
without a meeting.
(3) A record of actions taken by committees of the board of
directors 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 a
record of the corporation's members in a form that permits
preparation of a list of the names and addresses of all members, in
alphabetical order by class, showing the number of votes each
member is entitled to cast.
(d) A corporation shall maintain the corporation's records in
written form or in another form capable of conversion into written
form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the
corporation's principal office:
(1) The corporation's articles of incorporation or restated
articles of incorporation and all amendments to the articles of
incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all
amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors
relating 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 all
actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the
past three (3) years, including the financial statements furnished
for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the
corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the
secretary of state under section 8 of this chapter.
(f) Except as otherwise provided in articles of incorporation or
bylaws, ballots must be retained by a corporation until the earlier of
the 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 this
chapter, a member is entitled to inspect and copy, at a reasonable
time and location specified by the corporation, the records of the
corporation described in section 1(e) of this chapter if the member
gives the corporation written notice or a written demand at least five
(5) business days before the date on which the member desires to
inspect and copy.
(b) Subject to subsection (e), a member may inspect and copy, at
a reasonable time and reasonable location specified by the
corporation, the following records of the corporation if the member
meets the requirements of subsection (c) and gives the corporation
written notice at least five (5) business days before the date on which
the member desires to inspect and copy:
(1) Excerpts from records required to be maintained under
section 1(a) of this chapter, to the extent not subject to
inspection 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 in
subsection (b) only if the following conditions exist:
(1) The member's demand is made in good faith and for a
proper purpose.
(2) The member describes with reasonable particularity the
purpose 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 under
IC 23-17-11-1 or, if the member is in litigation with the
corporation, to the same extent as any other litigant.
(2) The power of a court, independently of this article, to
compel the production of corporate records for examination.
(e) The articles of incorporation or bylaws of a religious
corporation may limit or abolish the right of a member under this
section to inspect and copy a corporate record.
(f) The articles of incorporation of a corporation may limit or
abolish the following:
(1) The right of a member to obtain from the corporation
information as to the identity of contributors to the corporation.
(2) The right of a member or the member's agent or attorney to
inspect or copy the membership list if the corporation provides
a reasonable means to mail communications to other members
through the corporation at the expense of the member making
the 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 of
members
Sec. 3. (a) A member's agent or attorney, if authorized in writing,
has the same inspection and copying rights as the member the agent
or attorney represents.
(b) The right to copy records under section 2 of this chapter
includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.
(c) A corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to
the member. The charge may not exceed the estimated cost of
production or reproduction of the records.
(d) A corporation may comply with a member's demand to inspect
the record of members under section 2(b)(3) of this chapter by
providing the member with a list of the corporation's members that
was 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 by
corporation; restrictions on use of records
Sec. 4. (a) If a corporation does not allow a member who complies
with section 2(a) of this chapter to inspect and copy records required
under section 2(a) of this chapter to be available for inspection, the
circuit 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, the
corporation's registered office is located;
may order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a
member to inspect and copy any other record, a member who
complies with section 2(b) and 2(c) of this chapter may apply to the
circuit 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, the
corporation's registered office is located;
for an order to permit inspection and copying of the records
demanded. The court shall dispose of an application under this
subsection on an expedited basis.
(c) If the court orders inspection and copying of the records
demanded, the court shall also order the corporation to pay the
member's costs, including reasonable attorney's fees, incurred to
obtain the order unless the corporation proves that the corporation
refused inspection in good faith because the corporation had a
reasonable basis for doubt about the right of the member to inspect
the records demanded.
(d) If the court orders inspection and copying of the records
demanded, the court may impose reasonable restrictions on the use
or 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 of
a membership list may not be obtained or used by a person for a
purpose unrelated to a member's interest as a member. Without the
consent of the board of directors, all or part of a membership list may
not be:
(1) used to solicit money or property unless the money or
property will be used solely to solicit the votes of the members
in 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 or
bylaws of a religious corporation, a corporation upon written demand
from a member shall furnish the member the corporation's latest
annual financial statements, which may be consolidated or combined
statements of the corporation and the corporation's subsidiaries or
affiliates, as appropriate, that include a balance sheet as of the end of
the fiscal year and statement of operations for that year. If financial
statements are prepared for the corporation on the basis of generally
accepted accounting principles, the annual financial statements must
also be prepared on that basis.
(b) If annual financial statements are reported upon by a certified
public accountant, the accountant's report must accompany the
statements. If annual financial statements are not reported upon by
a certified public accountant, the statements must be accompanied by
the statement of the president or the person responsible for the
corporation's financial accounting records that does the following:
(1) States the president's or other person's reasonable belief as
to whether the statements were prepared on the basis of
generally accepted accounting principles and, if not, describes
the basis of preparation.
(2) Describes any respects in which the statements were not
prepared on a basis of accounting consistent with the statements
prepared 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 to
members
Sec. 7. If a corporation indemnifies or advances expenses to a
director under IC 23-17-16-1 through IC 23-17-16-11 in connection
with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to
the members with or before the notice of the next meeting of
members. 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 must
be filed with the secretary of state by all nonprofit domestic and
foreign corporations incorporated under this article or a previous
statute. However, this section does not apply to a corporation that is
already required to file an annual report with the secretary of state.
(b) A domestic corporation and each foreign corporation
authorized to transact business in Indiana shall deliver to the
secretary of state an annual report on a form prescribed and furnished
by the secretary of state that sets forth the following:
(1) The name of the corporation and the state or country under
whose law the corporation is incorporated.
(2) The street address of the corporation's registered office and
the name of the corporation's registered agent at the office in
Indiana.
(3) The address of the corporation's principal office.
(4) The names and business or residence addresses of the
corporation's directors, secretary, and highest executive officer.
(c) The information in the annual report must be current on the
date the annual report is executed on behalf of the corporation.
(d) The first annual report must be delivered to the secretary of
state in the year following the year in which a domestic corporation
was incorporated or a foreign corporation was authorized to transact
business. The report is due during the same month as the month in
which the corporation was incorporated or authorized to transact
business. Subsequent annual reports must be delivered to the
secretary of state during that same month in the following years. The
secretary of state may accept annual reports during the two (2)
months before the month that the corporation was incorporated or
authorized to transact business.
(e) If an annual report does not contain the information required
by this section, the secretary of state shall promptly notify the
reporting domestic or foreign corporation in writing and return the
report to the corporation for correction. If the report is corrected to
contain the information required by this section and delivered to the
secretary of state within thirty (30) days after the effective date of
notice, the report is considered to be timely filed.
(f) The secretary of state may mail the annual report form to an
address shown for the corporation on the last annual report filed with
the secretary of state. The failure of the corporation to receive the
annual report form from the secretary of state does not relieve the
corporation of the corporation's duty to deliver an annual report to
the office as required by this section.
(g) A domestic or foreign corporation may deliver to the secretary
of state for filing an amendment to the annual report if a change in
the information set forth in the annual report occurs after the report
is delivered to the secretary of state's office for filing and before the
next due date. This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation. The amendment to the annual report must set forth the
following:
(1) The name of the corporation as shown on the records of the
secretary 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.
IC 23-17-27-1 Required records
Sec. 1. (a) A corporation shall keep as permanent records a record
of the following:
(1) Minutes of meetings of the corporation's members and board
of directors.
(2) A record of actions taken by the members or directors
without a meeting.
(3) A record of actions taken by committees of the board of
directors 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 a
record of the corporation's members in a form that permits
preparation of a list of the names and addresses of all members, in
alphabetical order by class, showing the number of votes each
member is entitled to cast.
(d) A corporation shall maintain the corporation's records in
written form or in another form capable of conversion into written
form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the
corporation's principal office:
(1) The corporation's articles of incorporation or restated
articles of incorporation and all amendments to the articles of
incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all
amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors
relating 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 all
actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the
past three (3) years, including the financial statements furnished
for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the
corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the
secretary of state under section 8 of this chapter.
(f) Except as otherwise provided in articles of incorporation or
bylaws, ballots must be retained by a corporation until the earlier of
the 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 this
chapter, a member is entitled to inspect and copy, at a reasonable
time and location specified by the corporation, the records of the
corporation described in section 1(e) of this chapter if the member
gives the corporation written notice or a written demand at least five
(5) business days before the date on which the member desires to
inspect and copy.
(b) Subject to subsection (e), a member may inspect and copy, at
a reasonable time and reasonable location specified by the
corporation, the following records of the corporation if the member
meets the requirements of subsection (c) and gives the corporation
written notice at least five (5) business days before the date on which
the member desires to inspect and copy:
(1) Excerpts from records required to be maintained under
section 1(a) of this chapter, to the extent not subject to
inspection 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 in
subsection (b) only if the following conditions exist:
(1) The member's demand is made in good faith and for a
proper purpose.
(2) The member describes with reasonable particularity the
purpose 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 under
IC 23-17-11-1 or, if the member is in litigation with the
corporation, to the same extent as any other litigant.
(2) The power of a court, independently of this article, to
compel the production of corporate records for examination.
(e) The articles of incorporation or bylaws of a religious
corporation may limit or abolish the right of a member under this
section to inspect and copy a corporate record.
(f) The articles of incorporation of a corporation may limit or
abolish the following:
(1) The right of a member to obtain from the corporation
information as to the identity of contributors to the corporation.
(2) The right of a member or the member's agent or attorney to
inspect or copy the membership list if the corporation provides
a reasonable means to mail communications to other members
through the corporation at the expense of the member making
the 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 of
members
Sec. 3. (a) A member's agent or attorney, if authorized in writing,
has the same inspection and copying rights as the member the agent
or attorney represents.
(b) The right to copy records under section 2 of this chapter
includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.
(c) A corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to
the member. The charge may not exceed the estimated cost of
production or reproduction of the records.
(d) A corporation may comply with a member's demand to inspect
the record of members under section 2(b)(3) of this chapter by
providing the member with a list of the corporation's members that
was 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 by
corporation; restrictions on use of records
Sec. 4. (a) If a corporation does not allow a member who complies
with section 2(a) of this chapter to inspect and copy records required
under section 2(a) of this chapter to be available for inspection, the
circuit 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, the
corporation's registered office is located;
may order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a
member to inspect and copy any other record, a member who
complies with section 2(b) and 2(c) of this chapter may apply to the
circuit 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, the
corporation's registered office is located;
for an order to permit inspection and copying of the records
demanded. The court shall dispose of an application under this
subsection on an expedited basis.
(c) If the court orders inspection and copying of the records
demanded, the court shall also order the corporation to pay the
member's costs, including reasonable attorney's fees, incurred to
obtain the order unless the corporation proves that the corporation
refused inspection in good faith because the corporation had a
reasonable basis for doubt about the right of the member to inspect
the records demanded.
(d) If the court orders inspection and copying of the records
demanded, the court may impose reasonable restrictions on the use
or 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 of
a membership list may not be obtained or used by a person for a
purpose unrelated to a member's interest as a member. Without the
consent of the board of directors, all or part of a membership list may
not be:
(1) used to solicit money or property unless the money or
property will be used solely to solicit the votes of the members
in 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 or
bylaws of a religious corporation, a corporation upon written demand
from a member shall furnish the member the corporation's latest
annual financial statements, which may be consolidated or combined
statements of the corporation and the corporation's subsidiaries or
affiliates, as appropriate, that include a balance sheet as of the end of
the fiscal year and statement of operations for that year. If financial
statements are prepared for the corporation on the basis of generally
accepted accounting principles, the annual financial statements must
also be prepared on that basis.
(b) If annual financial statements are reported upon by a certified
public accountant, the accountant's report must accompany the
statements. If annual financial statements are not reported upon by
a certified public accountant, the statements must be accompanied by
the statement of the president or the person responsible for the
corporation's financial accounting records that does the following:
(1) States the president's or other person's reasonable belief as
to whether the statements were prepared on the basis of
generally accepted accounting principles and, if not, describes
the basis of preparation.
(2) Describes any respects in which the statements were not
prepared on a basis of accounting consistent with the statements
prepared 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 to
members
Sec. 7. If a corporation indemnifies or advances expenses to a
director under IC 23-17-16-1 through IC 23-17-16-11 in connection
with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to
the members with or before the notice of the next meeting of
members. 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 must
be filed with the secretary of state by all nonprofit domestic and
foreign corporations incorporated under this article or a previous
statute. However, this section does not apply to a corporation that is
already required to file an annual report with the secretary of state.
(b) A domestic corporation and each foreign corporation
authorized to transact business in Indiana shall deliver to the
secretary of state an annual report on a form prescribed and furnished
by the secretary of state that sets forth the following:
(1) The name of the corporation and the state or country under
whose law the corporation is incorporated.
(2) The street address of the corporation's registered office and
the name of the corporation's registered agent at the office in
Indiana.
(3) The address of the corporation's principal office.
(4) The names and business or residence addresses of the
corporation's directors, secretary, and highest executive officer.
(c) The information in the annual report must be current on the
date the annual report is executed on behalf of the corporation.
(d) The first annual report must be delivered to the secretary of
state in the year following the year in which a domestic corporation
was incorporated or a foreign corporation was authorized to transact
business. The report is due during the same month as the month in
which the corporation was incorporated or authorized to transact
business. Subsequent annual reports must be delivered to the
secretary of state during that same month in the following years. The
secretary of state may accept annual reports during the two (2)
months before the month that the corporation was incorporated or
authorized to transact business.
(e) If an annual report does not contain the information required
by this section, the secretary of state shall promptly notify the
reporting domestic or foreign corporation in writing and return the
report to the corporation for correction. If the report is corrected to
contain the information required by this section and delivered to the
secretary of state within thirty (30) days after the effective date of
notice, the report is considered to be timely filed.
(f) The secretary of state may mail the annual report form to an
address shown for the corporation on the last annual report filed with
the secretary of state. The failure of the corporation to receive the
annual report form from the secretary of state does not relieve the
corporation of the corporation's duty to deliver an annual report to
the office as required by this section.
(g) A domestic or foreign corporation may deliver to the secretary
of state for filing an amendment to the annual report if a change in
the information set forth in the annual report occurs after the report
is delivered to the secretary of state's office for filing and before the
next due date. This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation. The amendment to the annual report must set forth the
following:
(1) The name of the corporation as shown on the records of the
secretary 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.
