Indiana § 23-17-13-2.5 Contracts and transactions in which member, director, officer, or
member of designated body has interest

Indiana Statutes

§ 23-17-13-2.5 — Contracts and transactions in which member, director, officer, or member of designated body has interest

Indiana § 23-17-13-2.5

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 17NONPROFIT CORPORATIONS

Ch. 13Standards of Conduct for Directors

This text of Indiana § 23-17-13-2.5 (Contracts and transactions in which member, director, officer, or member of designated body has interest) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-17-13-2.5 (2026).

Text

5.

(a)This section applies unless the articles of incorporation or bylaws of a corporation provide otherwise.

(b)Subject to subsection (c), a contract or transaction between:

(1)a corporation and one (1) or more of the corporation's members, directors, members of a designated body, or officers; or

(2)a corporation and any other corporation, partnership, association, or entity in which one (1) or more of the corporation's members, directors, officers, or members of a designated body:

(A)are members, directors, members of a designated body, or officers;

(B)hold a similar position; or

(C)have a financial interest; is not void or voidable solely because of the relationship or interest, solely because the member, director, member of a designated body, or officer is present at or particip

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5. (a) This section applies unless the articles
of incorporation or bylaws of a corporation provide otherwise.
(b) Subject to subsection (c), a contract or transaction between:
(1) a corporation and one (1) or more of the corporation's
members, directors, members of a designated body, or officers; or
(2) a corporation and any other corporation, partnership,
association, or entity in which one (1) or more of the corporation's
members, directors, officers, or members of a designated body:
(A) are members, directors, members of a designated body, or
officers;
(B) hold a similar position; or
(C) have a financial interest;
is not void or voidable solely because of the relationship or interest,
solely because the member, director, member of a designated body, or
officer is present at or participates in the meeting of the board of
directors that authorizes the contract or transaction, or solely because
the vote of the member, director, member of a designated body, or
officer is counted for authorizing the contract or transaction.
(c) A contract or transaction described under subsection (b) is not
void or voidable as provided under subsection (b) if one (1) or more of
the following apply:
(1) The:
(A) material facts as to the:
(i) relationship or interest of a member, a director, a member
of a designated body, or an officer; and
(ii) contract or transaction;
are disclosed or known to the board of directors; and
(B) board of directors in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors even if the disinterested directors are less
than a quorum.
(2) The:
(A) material facts as to the:
(i) relationship or interest of the member, director, member
of a designated body, or officer; and
(ii) contract or transaction;
are disclosed or known to the members who are entitled to vote
on the contract or transaction; and
(B) contract or transaction is specifically approved in good faith
by a vote of the members who are entitled to vote on the
contract or transaction.
(3) The contract or transaction is fair as to the corporation at the
time the contract or transaction is authorized, approved, or ratified
by the board of directors or the members.
(d) Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board that authorizes a
contract or transaction described under subsection (b).