§ 15-12-1-12 — Articles of incorporation

(a) The incorporators of an association to be
formed under this chapter shall execute and file articles of
incorporation setting forth the following:
(1) The name of the proposed association.
(2) The purpose or purposes for which it is formed.
(3) The period during which it is to continue to exist, if the period
is to be limited.
(4) The post office address of its principal office and the name
and address of its registered agent as provided in IC 23-0.5-4.
(5) If organized without capital stock, whether the property rights
and interest of the members are equal or unequal. If property
rights and interest of the members are unequal, the articles of
incorporation must set forth the provisions under and by which
the property rights and interests of the respective members are to
be determined and fixed.
(6) The following information, if the association is organized with
capital stock:
(A) The total number of shares that the association may issue.
(B) Whether all or part of the shares have a par value.
(C) If all or part of the shares have a par value, the number and
par value of the shares.
(D) Whether all or part of the shares are without a par value.
(E) If all or part of the shares are without a par value, the
number of shares without a par value.
(F) If the shares are to be divided into classes or kinds:
(i) the number and par value, if any, of the shares of each
class; and
(ii) subject to the limitations provided in this chapter with
respect to issuance of voting stock, either a statement of the
relative rights, preferences, limitations, and restrictions of
each class, or a provision expressly vesting authority in the
board of directors to determine the relative rights,
preferences, limitations, and restrictions of each class by
resolution or resolutions adopted before the issuance of any
shares of the specific class.
(G) If the shares of any class are to be issuable in series:
(i) descriptions of the several series; and
(ii) subject to the limitation provided in this chapter with
respect to the issuance of voting stock, a statement of the
relative rights, preferences, limitations, and restrictions of
each series, or a provision expressly vesting authority in the
board of directors to determine the relative rights,
preferences, limitations, and restrictions of each series by
resolution or resolutions adopted before the issuance of any
of the shares of the specific series.
(7) The number of directors constituting the initial board of
directors of the association.
(8) The names and post office addresses of the first board of
directors.
(9) The names and post office addresses of the incorporators.
(10) Any other provisions, consistent with Indiana laws, for the
regulation of the business and conduct of the affairs of the
association and for creating, defining, limiting, or regulating the
powers of the following:
(A) The association.
(B) The directors.
(C) The members.
(D) The shareholders of any class or classes of shareholders.
(b) The articles of incorporation must be:
(1) prepared and signed in duplicate by the incorporators; and
(2) presented to the secretary of state's office and accompanied by
the fees prescribed by this chapter.
[Pre-2008 Recodification Citation: 15-7-1-7(a).]

Legislative History

As added by P.L.2-2008, SEC.3. Amended by P.L.118-2017, SEC.3; P.L.156-2023, SEC.2.