Ind. Code ch. 23-17-27

Ind. Code ch. 23-17-27
in effect

Ind. Code § 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 biennial report delivered to the secretary of state under IC 23-0.5-2-13. (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; P.L.119-2015, SEC.61; P.L.118-2017, SEC.94.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 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.

Ind. Code § 23-17-27-8 Repealed

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.15; P.L.11-1996, SEC.24; P.L.119-2015, SEC.62. Repealed by P.L.118-2017, SEC.95.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026