IC 23-17-7
Chapter 7. Members; Admission; Types of Memberships; Rights
and Duties
IC 23-17-7-1 Criteria or procedures for admission; consent
Sec. 1. (a) Articles of incorporation or bylaws may establish
criteria or procedures for admission of members.
(b) A person may not be admitted as a member without the
person'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 of
incorporation or bylaws, a corporation may admit members for either
of 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 with
respect to:
(1) voting;
(2) dissolution;
(3) redemption; and
(4) transfer;
unless articles of incorporation or bylaws establish classes of
membership with different rights or obligations. Members have the
same rights and obligations with respect to any other matters, except
as 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 of
incorporation or bylaws, a member of a corporation may not transfer
a membership or any right arising from a membership.
(b) Where transfer rights have been provided, a restriction on
transfer rights may not be binding with respect to a member holding
a membership issued before the adoption of the restriction unless the
restriction 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 the
acts or debts of the corporation. However, the member may become
personally 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 for
dues, 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 create
liability to pay the obligation. However, nonpayment constitutes
grounds for expelling or suspending the member or suspending or
terminating the membership. The validity of mandatory membership
and the validity of a lien imposed by a recorded declaration of
covenant or a similar commitment running with the real property or
an interest in the real property is not affected by this subsection.
(b) A permitted transferee of a membership having notice at the
time of the transfer of unpaid dues, assessments, or fees of the
transferor 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 liable
for any unpaid consideration due to the corporation. An heir or a
legatee who is a permitted transferee may surrender the membership
to the corporation without incurring any liability for any unpaid
consideration. 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 reach
or apply the liability, if any, of a member to the corporation unless:
(1) final judgment has been rendered in favor of the creditor
against the corporation and execution has been returned
unsatisfied in whole or in part;
(2) the corporation has been adjudged bankrupt or a receiver
has been appointed with the power to collect debts that a
receiver on demand of a creditor to bring a proceeding has
refused to do; or
(3) the corporation has been dissolved leaving debts unpaid.
However, a proceeding may not be brought more than three (3) years
after the happening of any of the events described in this subsection.
(b) Creditors of the corporation, with or without reducing the
creditor's claims to judgment, may intervene in any creditor's
proceeding brought under subsection (a) to reach and apply unpaid
amounts 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 corporation
that may be returned or repaid to the member at a time and under a
condition that the corporation and the member agree. However, upon
return or repayment, the member may not receive more than the
principal amount of the money advanced or loaned, together with
reasonable interest at a rate that is not in excess of market rate,
whether fixed or variable, otherwise available without premium to
the corporation under the same circumstances at the time of the
advance or loan. As added by P.L.179-1991, SEC.1.
IC 23-17-7
Chapter 7. Members; Admission; Types of Memberships; Rights
and Duties
IC 23-17-7-1 Criteria or procedures for admission; consent
Sec. 1. (a) Articles of incorporation or bylaws may establish
criteria or procedures for admission of members.
(b) A person may not be admitted as a member without the
person'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 of
incorporation or bylaws, a corporation may admit members for either
of 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 with
respect to:
(1) voting;
(2) dissolution;
(3) redemption; and
(4) transfer;
unless articles of incorporation or bylaws establish classes of
membership with different rights or obligations. Members have the
same rights and obligations with respect to any other matters, except
as 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 of
incorporation or bylaws, a member of a corporation may not transfer
a membership or any right arising from a membership.
(b) Where transfer rights have been provided, a restriction on
transfer rights may not be binding with respect to a member holding
a membership issued before the adoption of the restriction unless the
restriction 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 the
acts or debts of the corporation. However, the member may become
personally 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 for
dues, 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 create
liability to pay the obligation. However, nonpayment constitutes
grounds for expelling or suspending the member or suspending or
terminating the membership. The validity of mandatory membership
and the validity of a lien imposed by a recorded declaration of
covenant or a similar commitment running with the real property or
an interest in the real property is not affected by this subsection.
(b) A permitted transferee of a membership having notice at the
time of the transfer of unpaid dues, assessments, or fees of the
transferor 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 liable
for any unpaid consideration due to the corporation. An heir or a
legatee who is a permitted transferee may surrender the membership
to the corporation without incurring any liability for any unpaid
consideration. 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 reach
or apply the liability, if any, of a member to the corporation unless:
(1) final judgment has been rendered in favor of the creditor
against the corporation and execution has been returned
unsatisfied in whole or in part;
(2) the corporation has been adjudged bankrupt or a receiver
has been appointed with the power to collect debts that a
receiver on demand of a creditor to bring a proceeding has
refused to do; or
(3) the corporation has been dissolved leaving debts unpaid.
However, a proceeding may not be brought more than three (3) years
after the happening of any of the events described in this subsection.
(b) Creditors of the corporation, with or without reducing the
creditor's claims to judgment, may intervene in any creditor's
proceeding brought under subsection (a) to reach and apply unpaid
amounts 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 corporation
that may be returned or repaid to the member at a time and under a
condition that the corporation and the member agree. However, upon
return or repayment, the member may not receive more than the
principal amount of the money advanced or loaned, together with
reasonable interest at a rate that is not in excess of market rate,
whether fixed or variable, otherwise available without premium to
the corporation under the same circumstances at the time of the
advance or loan. As added by P.L.179-1991, SEC.1.
IC 23-17-7
Chapter 7. Members; Admission; Types of Memberships; Rights
and Duties
IC 23-17-7-1 Criteria or procedures for admission; consent
Sec. 1. (a) Articles of incorporation or bylaws may establish
criteria or procedures for admission of members.
(b) A person may not be admitted as a member without the
person'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 of
incorporation or bylaws, a corporation may admit members for either
of 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 with
respect to:
(1) voting;
(2) dissolution;
(3) redemption; and
(4) transfer;
unless articles of incorporation or bylaws establish classes of
membership with different rights or obligations. Members have the
same rights and obligations with respect to any other matters, except
as 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 of
incorporation or bylaws, a member of a corporation may not transfer
a membership or any right arising from a membership.
(b) Where transfer rights have been provided, a restriction on
transfer rights may not be binding with respect to a member holding
a membership issued before the adoption of the restriction unless the
restriction 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 the
acts or debts of the corporation. However, the member may become
personally 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 for
dues, 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 create
liability to pay the obligation. However, nonpayment constitutes
grounds for expelling or suspending the member or suspending or
terminating the membership. The validity of mandatory membership
and the validity of a lien imposed by a recorded declaration of
covenant or a similar commitment running with the real property or
an interest in the real property is not affected by this subsection.
(b) A permitted transferee of a membership having notice at the
time of the transfer of unpaid dues, assessments, or fees of the
transferor 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 liable
for any unpaid consideration due to the corporation. An heir or a
legatee who is a permitted transferee may surrender the membership
to the corporation without incurring any liability for any unpaid
consideration. 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 reach
or apply the liability, if any, of a member to the corporation unless:
(1) final judgment has been rendered in favor of the creditor
against the corporation and execution has been returned
unsatisfied in whole or in part;
(2) the corporation has been adjudged bankrupt or a receiver
has been appointed with the power to collect debts that a
receiver on demand of a creditor to bring a proceeding has
refused to do; or
(3) the corporation has been dissolved leaving debts unpaid.
However, a proceeding may not be brought more than three (3) years
after the happening of any of the events described in this subsection.
(b) Creditors of the corporation, with or without reducing the
creditor's claims to judgment, may intervene in any creditor's
proceeding brought under subsection (a) to reach and apply unpaid
amounts 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 corporation
that may be returned or repaid to the member at a time and under a
condition that the corporation and the member agree. However, upon
return or repayment, the member may not receive more than the
principal amount of the money advanced or loaned, together with
reasonable interest at a rate that is not in excess of market rate,
whether fixed or variable, otherwise available without premium to
the corporation under the same circumstances at the time of the
advance or loan. As added by P.L.179-1991, SEC.1.
