Indiana Code § 23-17-13-1 outlines the requirements for a nonprofit corporation to dissolve voluntarily. The process involves a resolution adopted by the board of directors, followed by a resolution adopted by the members. For a voluntary dissolution, the board of directors must adopt a resolution recommending dissolution and then submit it to the members for approval. The members must then approve the dissolution by an affirmative vote of a majority of all members entitled to vote on the matter, unless the articles of incorporation or bylaws require a greater proportion. Following member approval, a final annual report must be filed with the Indiana Secretary of State, and all known debts and liabilities must be paid or provided for. The dissolution is effective upon the filing of the articles of dissolution with the Secretary of State. Therefore, the initial step after the board’s decision to dissolve is the member approval of that resolution.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code Title 23, Article 17, governs the formation and operation of nonprofit corporations in Indiana. When a nonprofit corporation in Indiana intends to merge with another entity, the process is governed by the statutory provisions concerning mergers and consolidations. Indiana Code § 23-17-11-1 outlines the procedure for mergers. This section requires a plan of merger to be adopted by the board of directors and then submitted to the members for approval. The plan must include specific details such as the names of the merging entities, the terms and conditions of the merger, and how the merger will affect the members of the merging corporations. For a merger to be effective, it generally requires approval by a majority of the votes cast by members entitled to vote thereon, unless the articles of incorporation or bylaws specify a different voting threshold. The question asks about the primary legal instrument that would authorize the transfer of assets and liabilities from one Indiana nonprofit to another in the context of a merger. This instrument is the “plan of merger.” The plan of merger is the document that details the terms and conditions of the merger, including the disposition of assets and liabilities, and is the formal proposal approved by the members and filed with the state to effectuate the merger. Other options are incorrect because while a resolution is part of the process, it is not the primary authorizing document for the asset and liability transfer in a merger; articles of amendment are used to change the articles of incorporation of a single entity; and a dissolution decree formally ends the existence of a corporation but does not govern the transfer of assets and liabilities in a merger.

The Indiana Not-for-Profit Corporation Act of 1991, specifically IC 23-17-14-2, outlines the requirements for amending articles of incorporation. An amendment generally requires approval by the board of directors and then by the members. For a public benefit or mutual benefit corporation, if the amendment would materially and adversely affect the rights of members, a separate class vote by the affected members is typically required in addition to a general member vote. The Act specifies that the board must adopt a resolution setting forth the proposed amendment and then submit it to the members. For amendments that do not affect member rights, a majority of the votes cast by members entitled to vote at a meeting where a quorum is present is sufficient. However, if the amendment alters the rights of a specific class of members, that class must also approve the amendment by a majority of the votes cast by members of that class entitled to vote at a meeting where a quorum of that class is present. The Act does not require a supermajority vote for all amendments unless specified in the articles of incorporation or bylaws. The scenario involves an amendment to the purpose clause, which is a fundamental aspect of the corporation’s mission and can materially affect the rights and expectations of members, particularly in a public benefit or mutual benefit context. Therefore, a vote by the members is a necessary step. The distinction between a general member vote and a class vote hinges on whether the amendment disproportionately impacts a specific group of members. Since the purpose clause amendment could alter the scope of activities and thus the benefits or burdens associated with membership, it is prudent and often legally required to obtain a class vote if such distinct classes exist and are affected. The question tests the understanding of when a class vote is necessary beyond a general member vote for amending articles of incorporation in Indiana.

The Indiana Nonprofit Corporation Act of 1991, specifically addressing the dissolution of a nonprofit corporation, outlines a two-step process for voluntary dissolution. First, a resolution to dissolve must be adopted by the board of directors. This resolution then requires approval by a majority of the members entitled to vote, or if there are no members, by a majority of the directors. Once this member or director approval is obtained, the corporation must file Articles of Dissolution with the Indiana Secretary of State. This filing formally initiates the dissolution process. Following the filing, the corporation must cease conducting its business except as necessary to wind up its affairs. The winding up process involves collecting assets, paying or making provision for debts and liabilities, and distributing any remaining assets to creditors, members, or other persons in accordance with the articles of incorporation or bylaws, or as otherwise required by law. The final step in the dissolution process is the filing of a Certificate of Termination with the Secretary of State after all affairs have been wound up. Therefore, the initial step after the board’s decision to dissolve, and prior to filing any dissolution documents with the state, is securing the necessary member or director approval for the dissolution resolution. This ensures that the dissolution is properly authorized by the governing body or membership of the nonprofit entity.

The Indiana Not-For-Profit Corporation Act of 1991, specifically IC 23-17-15-3, outlines the grounds for dissolution. One such ground is the failure of a nonprofit corporation to file its annual report with the Secretary of State for a period of two consecutive years. This failure to file is considered a material breach of statutory compliance, leading to administrative dissolution by the state. The Act provides a mechanism for reinstatement, but the initial dissolution stems from this specific reporting delinquency. Therefore, the failure to file annual reports for two consecutive years is a direct trigger for administrative dissolution under Indiana law.

The Indiana Not-for-Profit Corporation Act of 1991, as amended, outlines the requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation decides to dissolve, it must follow a specific process to ensure all legal and financial obligations are met. This process typically involves a resolution by the board of directors and, depending on the corporation’s bylaws and the nature of the dissolution, a vote by the members. Once the dissolution is authorized, the corporation must cease its activities except as necessary to wind up its affairs. This winding up period involves collecting assets, paying debts and liabilities, and distributing any remaining assets. Indiana Code § 23-17-15-1 through § 23-17-15-10 details these procedures. Specifically, § 23-17-15-4 addresses the distribution of assets upon dissolution. It mandates that assets held in trust for charitable purposes or subject to restrictions must be distributed to organizations that will carry out similar charitable purposes. This ensures that the original charitable intent of the corporation is preserved. If assets are not subject to such restrictions, they may be distributed to members, creditors, or other persons as provided in the articles of incorporation or bylaws, or as ordered by a court. However, for a public benefit corporation or a mutual benefit corporation, the distribution of assets must be made in a manner consistent with the corporation’s purpose. The core principle is that assets dedicated to charitable purposes should continue to serve charitable ends, preventing private inurement.

Indiana Code § 23-17-16-1 outlines the requirements for a nonprofit corporation to merge. When a merger is proposed, the board of directors must adopt a plan of merger. This plan must set forth the terms and conditions of the merger, the manner of converting the membership interests or shares of each constituent corporation into interests or shares of the surviving corporation, and any other provisions necessary to carry out the merger. Indiana Code § 23-17-16-2 mandates that the plan of merger be submitted to the members of each domestic nonprofit corporation for adoption. Adoption requires approval by at least two-thirds of the votes cast by the members entitled to vote on the merger, unless the articles of incorporation or bylaws specify a different voting threshold. The question asks about the necessary steps for a valid merger under Indiana law, specifically focusing on the board’s role and the member approval process. The board must approve the plan, and then the members must adopt it according to the specified voting requirements. Without both of these steps, the merger is not legally effectuated.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-16-1, outlines the procedures for a nonprofit corporation to dissolve. Voluntary dissolution can be initiated by the corporation itself. The process generally requires a resolution adopted by the board of directors, followed by a vote of the members. For a resolution to be adopted by the board, a quorum of directors must be present, and a majority of the directors present at the meeting must vote in favor, assuming the articles of incorporation or bylaws do not require a higher threshold. Following board approval, the proposed dissolution must typically be submitted to the members for approval. The Act specifies that unless the articles of incorporation or bylaws require a greater number, a resolution to dissolve will be adopted if it receives the affirmative vote of a majority of the members present at a meeting of members, provided a quorum is present. A quorum for a members’ meeting is defined by the bylaws, but generally, it requires a specified percentage of voting power. Therefore, if a quorum of directors is present and a majority of those present vote for dissolution, and subsequently, a quorum of members is present at their meeting and a majority of those present vote for dissolution, the corporation can proceed with dissolution. The question hinges on the initial step of board approval. If the board meeting has a quorum, and the resolution passes by a simple majority of those present, it satisfies the statutory requirement for board action to initiate dissolution, assuming no higher threshold is stipulated in the governing documents.

The Indiana Not-for-Profit Corporation Act of 1991, as amended, governs the operation of nonprofit corporations in Indiana. A key aspect of this act relates to the dissolution of a nonprofit corporation. When a nonprofit corporation intends to dissolve, it must follow a specific process. This process typically involves a resolution by the board of directors and, depending on the corporation’s bylaws and the Act, approval by the members. The Act outlines the requirements for such a resolution, including the necessary vote thresholds and the information that must be included. Following the adoption of the dissolution resolution, the corporation must file Articles of Dissolution with the Indiana Secretary of State. This filing officially commences the dissolution process. During the dissolution, the corporation must cease carrying on its activities except those necessary for winding up its affairs. This winding up process involves collecting assets, paying liabilities, and distributing any remaining assets in accordance with the Act and the corporation’s articles of incorporation or bylaws. The Act specifies that remaining assets, after satisfying all debts and liabilities, must be distributed to one or more domestic or foreign corporations or entities fitting a similar purpose, or to the state or local government for a public purpose, if the articles of incorporation so provide or if authorized by the Act. It is crucial that the dissolution process is properly executed to avoid legal complications.

The Indiana Nonprofit Corporation Act of 1991, as amended, governs the formation, operation, and dissolution of nonprofit corporations in Indiana. A key aspect of this act pertains to the duties of directors and officers, particularly concerning conflicts of interest. Indiana Code § 23-17-11-1 et seq. outlines the standards of conduct for directors. Specifically, a director must discharge their duties in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. This duty of care is often analyzed through the lens of the business judgment rule. Furthermore, Indiana Code § 23-17-11-2 addresses conflicts of interest. A director or officer who has a conflict of interest transaction must disclose the material facts about the transaction and their interest to the board or a committee. The transaction can be approved if it is fair to the corporation or if the material facts are disclosed and the board or a committee of disinterested directors approves it, or if the transaction is approved in compliance with specific procedures in the articles of incorporation or bylaws. In the scenario presented, the executive director, who is also a board member, has a personal financial interest in a contract with the nonprofit. To adhere to Indiana law, this director must disclose this interest to the board. The contract’s validity would then depend on its fairness to the nonprofit or its approval by disinterested directors after full disclosure, or by a vote of the members if the bylaws or articles require it for such transactions. Without proper disclosure and approval by disinterested parties or the membership, the contract could be challenged and potentially voided. The question tests the understanding of the disclosure and approval process for conflicted transactions under Indiana law, emphasizing the director’s duty to act in the best interest of the corporation and avoid self-dealing.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-7-1.1-15, outlines the requirements for the annual report of a nonprofit corporation. This report must be filed with the Indiana Secretary of State and contain specific information about the corporation’s operations and leadership. The law mandates that the annual report include the name of the corporation, its principal office address, the names and business or residence addresses of its directors and officers, and the name and address of its registered agent in Indiana. The purpose of this report is to ensure transparency and provide the public and state officials with up-to-date information about the organization’s governance and contact points. Failure to file the annual report can lead to administrative dissolution of the corporation by the Secretary of State, impacting its legal standing and ability to operate in Indiana. Therefore, understanding the precise contents required by statute is crucial for maintaining corporate compliance. The calculation here is conceptual, focusing on the statutory requirements. The number of directors and officers, while varying by corporation, are specific data points required within the report. The principal office address and registered agent address are also essential components. The core of the compliance lies in accurately presenting these mandated pieces of information as stipulated by Indiana Code § 23-7-1.1-15.

The Indiana Not-for-Profit Corporation Act of 1991, as amended, governs the operations of nonprofit corporations in Indiana. A key aspect of this act pertains to the dissolution of such entities. When a nonprofit corporation voluntarily dissolves, it must follow a specific process. This process typically involves adopting a resolution of dissolution by the board of directors, and often requires approval by the members if the articles of incorporation or bylaws so provide. Following the adoption of the dissolution resolution, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding up process includes collecting assets, paying liabilities, and distributing any remaining assets. Indiana Code \(23-17-14-1\) et seq. outlines these procedures. Crucially, upon dissolution, any remaining assets after the satisfaction of all liabilities and obligations must be distributed to one or more domestic or foreign corporations or not-for-profit corporations or entities described in Section 501(c)(3) of the Internal Revenue Code, or to the state or any agency or political subdivision thereof, for a public purpose, as specified in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not specify a recipient, the assets must be distributed to the members of the corporation, if any, in proportion to their respective interests, provided that if such distribution would be inequitable, it shall be made in such other manner as the board of directors or other governing body may determine. However, for a nonprofit corporation, especially one that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code, the distribution of assets to members upon dissolution is generally prohibited, as the organization’s purpose is not to benefit private individuals. Therefore, the distribution must be to another qualified nonprofit entity or for a public purpose. The question asks about the distribution of assets when the articles of incorporation are silent and there are no members. In this scenario, the Indiana Not-for-Profit Corporation Act requires that the assets be distributed to another entity for a public purpose. The Act does not permit the assets to escheat to the state unless no other disposition can be made, and it certainly does not allow for distribution to former directors or officers unless they are also designated as beneficiaries of a public purpose. The concept of “dissolution for the benefit of the incorporators” is not a recognized legal distribution method for Indiana nonprofits.

The Indiana Code, specifically IC 23-17, governs nonprofit corporations. A key aspect of this is the dissolution process. When a nonprofit corporation dissolves, its assets must be distributed according to its articles of incorporation or bylaws. If these documents do not specify a beneficiary, or if the specified beneficiary is unable to accept the assets, the assets must be distributed to another organization that is exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the charitable or public purpose for which the nonprofit was established continues, even after its dissolution. The process involves winding up affairs, paying debts, and then distributing remaining assets. The requirement for distribution to a 501(c)(3) organization or a governmental entity is a fundamental principle of nonprofit asset disposition in Indiana to prevent private inurement.

The Indiana Nonprofit Corporation Act of 1991, specifically concerning director liability, establishes a framework for when directors can be held personally responsible for corporate actions. Indiana Code § 23-7-1.1-16.1 outlines the grounds for such liability. A director is generally protected from liability for any act or omission as a director, unless the director’s conduct was a violation of the director’s duties as a director. These duties include the duty of care and the duty of loyalty. The duty of care requires a director to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. The duty of loyalty requires a director to act in good faith and in the best interests of the corporation, and to avoid conflicts of interest. Therefore, if a director’s actions are demonstrably a breach of these fundamental duties, and this breach directly causes harm to the corporation or its members, then personal liability can be imposed. Specifically, if a director knowingly violates a criminal statute or if the director receives an improper personal benefit from the corporation, they may be held liable. The question asks about the conditions under which a director of an Indiana nonprofit might face personal liability. Based on the Indiana Nonprofit Corporation Act, liability arises from a breach of fiduciary duties, such as failing to act with reasonable care or loyalty, or from engaging in specific prohibited actions like receiving improper personal benefits or knowingly violating criminal law.

The Indiana Not-for-Profit Corporation Act of 1991, specifically under provisions related to the dissolution of corporations, outlines the procedures for winding up the affairs of a nonprofit. When a nonprofit corporation in Indiana is dissolved, its assets must be distributed according to legal requirements. The primary principle is that remaining assets, after all debts and liabilities have been paid or provided for, must be distributed to one or more domestic or foreign corporations or not-for-profit corporations that are qualified to conduct affairs in Indiana, and which are organized and operated exclusively for charitable, religious, eleemosynary, or similar purposes, as may be specified in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not specify a recipient, the assets are to be distributed to such other person or persons as the circuit court or superior court of the county in which the principal office of the corporation is located may determine to be appropriate. This ensures that the residual assets continue to serve a public or charitable purpose, aligning with the original mission of the dissolved entity. The Act aims to prevent private inurement of assets upon dissolution.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-15-1, outlines the procedures for amending articles of incorporation. For a nonprofit corporation to amend its articles, the board of directors must adopt a resolution recommending the amendment, and this resolution must then be submitted to the members for approval. Unless the articles of incorporation or bylaws specify a higher voting threshold, a majority of the votes cast by the members entitled to vote on the amendment is generally sufficient for approval. The amendment becomes effective upon filing the articles of amendment with the Indiana Secretary of State, as per IC 23-17-15-3. This process ensures that significant changes to the fundamental governing document of the nonprofit are subject to both board and member oversight, reflecting good governance principles and compliance with state law. The filing requirement provides public notice and legal finality to the amendment.

The Indiana Not-For-Profit Corporation Act of 1991, as amended, governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, and applicable law. Indiana Code § 23-7-1.1-58 outlines the procedures for asset distribution upon dissolution. Specifically, after paying or making provision for all liabilities and obligations of the corporation, any remaining assets are to be distributed to one or more domestic or foreign corporations or entities described in Indiana Code § 501(c)(3) of the Internal Revenue Code, or to any other person or persons as the court may direct, in the case of judicial dissolution, or as the board of directors or members may determine, in the case of administrative or voluntary dissolution. This ensures that the assets are used for purposes consistent with the nonprofit’s mission or for other charitable or public purposes. The question tests the understanding of the statutory hierarchy for asset distribution in Indiana, emphasizing the preference for charitable organizations.

The Indiana Nonprofit Corporation Act of 1991, specifically under Indiana Code § 23-7-1.1-15, outlines the requirements for amending articles of incorporation. For a nonprofit corporation incorporated under Indiana law, amendments to the articles of incorporation must be approved by the board of directors and then by the members. The statute mandates that the amendment be adopted by the members entitled to vote on the amendment. Unless the articles of incorporation or bylaws specify a greater quorum or voting requirement, a quorum for a member meeting is a majority of the votes entitled to be cast on the matter, and an amendment is adopted if it receives the affirmative vote of a majority of the votes cast on the amendment. Therefore, for the proposed amendment to be legally effective in Indiana, it must first receive board approval and then be voted upon by the members, with a majority of the votes cast on the amendment being sufficient for adoption, assuming no higher threshold is set by the corporation’s governing documents. This process ensures both the governing body and the membership have a say in fundamental changes to the corporation’s structure.

The Indiana Nonprofit Corporation Act of 1991, as amended, outlines the requirements for amending articles of incorporation. Specifically, IC 23-17-16-2 governs the procedure for amending articles of incorporation for Indiana nonprofit corporations. This statute mandates that amendments must be adopted by the board of directors and then approved by the members. For corporations without members, the board of directors alone can approve the amendment. The process typically involves a resolution by the board, followed by a vote of the members at a meeting or by written consent, if permitted by the bylaws. The amendment then needs to be filed with the Indiana Secretary of State. While the board initiates the process, ultimate approval often rests with the members, reflecting the democratic principles of many nonprofit organizations. Failure to follow the prescribed statutory procedures can render the amendment invalid. The question probes the understanding of who holds the ultimate authority for approving such amendments in a typical Indiana nonprofit scenario where members exist and have voting rights.

The Indiana Nonprofit Corporation Act of 1991, as amended, governs the formation, operation, and dissolution of nonprofit corporations in Indiana. A key aspect of this law pertains to the fiduciary duties of directors. Directors owe duties of care and loyalty to the corporation. The duty of care requires directors to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances. This includes making informed decisions, which often involves seeking independent advice when necessary. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid self-dealing or conflicts of interest. In Indiana, the Business Judgment Rule generally protects directors from liability for honest mistakes of judgment, provided they acted in good faith, with due care, and in the best interests of the corporation. However, this protection is not absolute and can be overcome if a director breaches their fiduciary duties. For instance, a director who fails to adequately research a significant transaction or who has a personal financial stake in a decision without proper disclosure and recusal could be found liable for breach of fiduciary duty. The question probes the circumstances under which a director’s actions might fall outside the protection of the Business Judgment Rule, specifically when a director’s personal financial interest conflicts with the corporation’s best interests and they fail to follow proper procedures.

In Indiana, the Indiana Nonprofit Corporation Act of 1991, as amended, governs the operation of nonprofit corporations. A critical aspect of this act relates to the dissolution of a nonprofit entity. When a nonprofit corporation voluntarily dissolves, it must follow a specific process to wind up its affairs. This process involves ceasing its business operations, collecting its assets, paying or making provision for the payment of all liabilities, and distributing any remaining assets. Indiana Code § 23-17-15-1 et seq. outlines the procedures for dissolution. Specifically, after all liabilities have been discharged or adequately provided for, any remaining assets must be distributed to one or more persons described in the articles of incorporation or bylaws, or if none are so described, to a domestic or foreign corporation or a domestic or foreign nonprofit corporation or a foundation, fund, trust, or community chest organized or operated for charitable, educational, religious, or scientific purposes. This ensures that the assets of a dissolved nonprofit are used for purposes consistent with its original mission, preventing private inurement. The board of directors is responsible for overseeing this distribution. The question tests the understanding of the statutory requirements for asset distribution upon voluntary dissolution under Indiana law, emphasizing the priority given to entities with similar charitable purposes when the articles of incorporation or bylaws are silent on the matter.

The Indiana Not-For-Profit Corporation Act of 1991, as amended, governs the formation and operation of nonprofit corporations in Indiana. A critical aspect of this Act pertains to the dissolution of a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, the Act outlines a specific process for winding up its affairs. This process requires the corporation to cease conducting its activities except as necessary for winding up, to notify creditors of the dissolution, and to collect its assets. Crucially, after paying or making provision for all liabilities and obligations, any remaining assets must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not specify an exempt purpose, the assets must be distributed to a person or persons who have been granted an exemption under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the assets of a dissolved nonprofit continue to serve charitable or public interests, aligning with the original purpose of its tax-exempt status. The question tests the understanding of this asset distribution requirement upon dissolution, which is a fundamental principle of nonprofit governance in Indiana, ensuring that charitable assets are not diverted for private gain.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-14-3, outlines the grounds for dissolution of a nonprofit corporation. One such ground is the failure to file the annual report with the Indiana Secretary of State for two consecutive years. When a nonprofit corporation is dissolved by proclamation of the Secretary of State due to this delinquency, the corporation ceases to exist as a legal entity. However, the Act also provides a mechanism for reinstatement. Under IC 23-17-14-5, a dissolved corporation may apply for reinstatement within five years of the effective date of dissolution. The application must include payment of all delinquent annual reports and fees, as well as any penalties. Upon approval of the application by the Secretary of State, the corporation is reinstated and may resume its activities as if the dissolution had never occurred. The critical point here is that the Secretary of State’s proclamation of dissolution for non-filing is an administrative action, and the subsequent application for reinstatement is a statutory right within a specified timeframe, provided the conditions are met. The question focuses on the consequence of non-filing and the process to rectify it, highlighting the administrative dissolution and the specific legal avenue for revival.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-16-1, outlines the procedures for a nonprofit corporation to dissolve voluntarily. For a nonprofit to dissolve voluntarily, the board of directors must adopt a resolution recommending dissolution. This resolution then must be submitted to the members for a vote. The Act requires that for the dissolution to be approved, it must receive the affirmative vote of a majority of all members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a higher voting threshold. The question asks about the initial step after the board’s decision. Once the board adopts a resolution for voluntary dissolution, the next required action is to submit that resolution to the members for their approval. This member approval is a critical governance step that ensures stakeholder consent for such a significant corporate action. The process is designed to prevent unilateral decisions by the board that could impact the membership without their input. Therefore, the submission of the board’s resolution to the members for their vote is the immediate and legally mandated next step in Indiana.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-16-1, outlines the requirements for annual reports. A nonprofit corporation incorporated in Indiana must file an annual report with the Secretary of State within sixty days following the anniversary date of its incorporation. The annual report serves to update information such as the corporation’s registered agent and office, and the names and addresses of its directors and officers. Failure to file the annual report can lead to administrative dissolution of the corporation by the Secretary of State, as provided under IC 23-17-21-2. This reporting requirement is a fundamental aspect of maintaining good standing and ensuring the continued legal existence of an Indiana nonprofit entity. The anniversary date is the specific day of the month and month of the year in which the corporation was originally incorporated. For example, if a corporation was incorporated on March 15th, its anniversary date is March 15th each year, and the annual report would be due within sixty days of that date.

The Indiana Not-for-Profit Corporation Act of 1991, as amended, outlines the procedures for amending articles of incorporation. Specifically, Indiana Code § 23-17-16-1 governs the amendment of articles of incorporation for not-for-profit corporations. This section requires that amendments be adopted by the board of directors and, if the amendment would materially and adversely affect the rights of members, it must also be approved by the members. However, for amendments that do not affect member rights, board approval alone is sufficient. The question presents a scenario where an amendment to the purpose clause of the articles of incorporation is proposed. A change to the purpose clause is generally considered a material change that would likely affect the rights and expectations of members, as it alters the fundamental mission and activities the corporation is authorized to undertake. Therefore, according to Indiana law, such an amendment typically requires member approval in addition to board approval. The Act does not provide a mechanism for a supermajority of the board to override the need for member consent on such material changes. The board can propose the amendment, but its adoption hinges on member ratification when member rights are implicated.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-15-2, outlines the requirements for a nonprofit corporation to dissolve. A voluntary dissolution can be initiated by the corporation’s directors or members. If initiated by the directors, the board must adopt a resolution recommending dissolution, which is then submitted to the members for approval. For corporations with no members, or where members have no voting rights on dissolution, the board’s resolution alone is sufficient. However, if members do have voting rights, a majority vote of the members present at a meeting where a quorum is present is generally required, unless the articles of incorporation or bylaws specify a higher threshold. Following member approval, the corporation must file articles of dissolution with the Indiana Secretary of State. The process also involves winding up the corporation’s affairs, which includes ceasing operations, collecting assets, paying debts and liabilities, and distributing any remaining assets to designated recipients, typically other nonprofit organizations with similar purposes, as per the articles of incorporation or a plan of dissolution.

The Indiana Not-For-Profit Corporation Act of 1991, specifically Indiana Code § 23-17-15-1, outlines the requirements for the dissolution of a nonprofit corporation. For a voluntary dissolution initiated by the corporation itself, the process generally involves a resolution adopted by the board of directors and then approval by the members. If the corporation has no members, or if the articles of incorporation or bylaws vest the power to elect directors in the members, then the board of directors may adopt the resolution for dissolution. However, if the corporation has members and the power to elect directors is vested in the members, then the resolution must be adopted by the members. The Act specifies that if a corporation has members, a resolution to dissolve must be adopted by the vote required by the articles of incorporation or bylaws, or if no such vote is specified, by a majority of the votes cast by members entitled to vote thereon at a meeting of members. The scenario describes a nonprofit corporation in Indiana that has members and its bylaws require a two-thirds vote of the members present at a meeting for extraordinary actions like dissolution. Therefore, to properly dissolve voluntarily, the corporation must adhere to this bylaw provision. The board of directors can initiate the process by proposing the dissolution, but the ultimate approval rests with the members according to the specified voting threshold.

The Indiana Code, specifically IC 23-17-14-1, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Indiana is dissolved, its assets must be distributed in accordance with the articles of incorporation, bylaws, or a resolution adopted by the board of directors. If these documents do not specify the distribution plan, or if the plan is ineffective, the assets must be distributed to one or more domestic or foreign corporations or entities that are qualified to receive tax-deductible contributions under federal law, or to the state of Indiana for deposit into a specific fund. The key principle is that assets must be distributed for purposes consistent with the nonprofit’s charitable or public benefit mission. In this scenario, the articles of incorporation of “Hoosier Heritage Preservation Society” clearly state that any remaining assets upon dissolution should be transferred to “Indiana Historical Society,” which is a recognized 501(c)(3) organization. This direct provision in the articles of incorporation dictates the distribution of assets. Therefore, the transfer to the Indiana Historical Society is the legally mandated and correct procedure. The Indiana Code prioritizes specific provisions within the governing documents of the nonprofit. The absence of a separate board resolution or specific mention in the bylaws does not invalidate the clear directive within the articles of incorporation. Furthermore, the Indiana Historical Society’s qualification as a 501(c)(3) entity ensures that the distribution aligns with the statutory requirement for distributing assets to organizations eligible to receive tax-deductible contributions.

The Indiana Nonprofit Corporation Act of 1991, as amended, governs the formation, operation, and dissolution of nonprofit corporations in Indiana. A critical aspect of this act pertains to the duties of directors. Directors owe a duty of care and a duty of loyalty to the corporation. The duty of care requires directors to act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the directors reasonably believe to be in the best interests of the corporation. This duty is often satisfied by acting on an informed basis, in good faith, and in the best interests of the corporation. The Business Judgment Rule generally protects directors from liability for honest mistakes of judgment, provided they act on an informed basis, in good faith, and without a conflict of interest. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid self-dealing or conflicts of interest. In the given scenario, the directors of “Hoosier Heritage Preservation Society” are considering a proposal to sell a historic property. The process described involves extensive research, consultation with experts in historical preservation and real estate, and a thorough review of financial implications. This demonstrates a commitment to fulfilling the duty of care by acting on an informed basis. The absence of any mention of personal financial interests or conflicts of interest in the decision-making process suggests adherence to the duty of loyalty. Therefore, the directors are acting in accordance with their fiduciary duties under Indiana law.