Corporate Bylaws - Indiana

BYLAWS OF [____________________], an Indiana corporation

A for-profit corporation organized under the Indiana Business Corporation Law, Ind. Code art. 23-1 (the "Law").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. Pursuant to Ind. Code § 23-1-22-2, the corporation may also have offices at such other places, within or without the State of Indiana, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent Information. The corporation shall designate and maintain an Indiana registered agent under Ind. Code §§ 23-0.5-4-1 and 23-0.5-4-3. The registered agent is [____________________], and the address stated in the registered-agent filing is [____________________]. Any change shall be approved under the corporation's authority matrix and delivered through a filing permitted by Ind. Code § 23-0.5-4-6 or another applicable filing route.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Unless directors are validly elected by written consent as permitted by Ind. Code §§ 23-1-29-1 and 23-1-29-4, the corporation shall hold an annual shareholders' meeting at a time stated in or fixed under these Bylaws. The annual meeting shall be held on [____________________], or on another date and time fixed by the Board. Failure to hold it at the designated time does not affect the validity of corporate action.

Section 2.2 Special Meetings. Pursuant to Ind. Code § 23-1-29-2, special meetings of shareholders may be called by the Board or by the person(s) specifically authorized to do so by the Articles or these Bylaws. In addition, in a corporation with fifty (50) or fewer shareholders, a special meeting must be held if the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered sign, date, and deliver to the Secretary one or more written demands describing the purpose(s) of the meeting. (In a corporation with more than fifty (50) shareholders, a shareholder-demand right exists only if and to the extent the Articles so require, with the percentage as established in the Articles or these Bylaws.) Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held in or out of Indiana at a place fixed under these Bylaws. If no place is fixed, the Board shall determine the location or may determine that the meeting will be held solely by remote communication. Remote participation, identity verification, opportunity to participate and vote, and vote/action records shall satisfy Ind. Code §§ 23-1-29-1 and 23-1-29-2.

Section 2.4 Notice of Meetings. Pursuant to Ind. Code § 23-1-29-5, the corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. The notice shall state any means of remote communication by which shareholders may be considered present and vote. Notice of a special meeting must describe its purpose(s); notice of an annual meeting need not state its purpose unless the Law or the Articles require otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Law, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation, as provided in Ind. Code § 23-1-29-6. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or objects to consideration of a particular matter not within the purpose stated in the notice when it is presented.

Section 2.6 Record Date. The Board may fix a record date for notice, voting, special-meeting demands, written consent, or other shareholder action under Ind. Code § 23-1-29-7. A record date under that section may not be more than seventy (70) days before the meeting or action. Distribution record, declaration, and payment dates are governed separately by Ind. Code § 23-1-28-2.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare, make available, and permit inspection of the shareholders' list as provided in Ind. Code § 23-1-30-1. For a meeting held solely by remote communication, the list shall be available on the reasonably accessible electronic network and the access information shall accompany the meeting notice.

Section 2.8 Quorum. Pursuant to Ind. Code § 23-1-30-6, shares entitled to vote as a separate voting group may act on a matter at a meeting only if a quorum exists for that matter. Unless the Articles or the Law provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once represented, a share remains present for quorum purposes through the meeting and adjournment unless a new record date is or must be set.

Section 2.9 Voting. Except as the Articles, Ind. Code § 23-1-30-2, or another statute provides otherwise, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. If a quorum exists, action other than a director election is approved when the votes cast in favor exceed the votes cast in opposition, unless a greater vote is required. Ind. Code § 23-1-30-6. Director elections and any cumulative-voting procedure are governed by Ind. Code § 23-1-30-9 and the Articles.

Section 2.10 Proxies. A shareholder may appoint a proxy by a permitted writing, electronic submission, or other lawful method under Ind. Code § 23-1-30-3. An appointment is valid for eleven (11) months unless the appointment expressly provides a shorter or longer period. It is revocable unless it conspicuously states that it is irrevocable and is coupled with an interest recognized by that section.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may impose a greater shareholder quorum or voting requirement under Ind. Code § 23-1-30-8. If the Articles expressly authorize it, shareholders may adopt or amend a greater-requirement bylaw under Ind. Code § 23-1-39-2; the Board may not adopt, amend, or repeal that bylaw.

Section 2.12 Action by Written Consent. Any shareholder action without a meeting shall follow Ind. Code § 23-1-29-4 and the Articles. Counsel shall determine whether unanimity or the statutory minimum-vote route applies, whether prior Board action is required, the record date, the sixty-day consent window, delivery, revocation, effective date, electronic-signature evidence, and notices to nonvoting and nonconsenting shareholders. A nonunanimous consent shall not be used for a corporation with a voting class registered under Section 12 of the Securities Exchange Act of 1934, and director elections remain subject to the cumulative-voting restriction in Ind. Code § 23-1-29-1.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless these Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, or place is announced at the meeting before adjournment, except that notice must be given to shareholders entitled to notice as of a new record date if a new record date is or must be fixed under Ind. Code § 23-1-29-7.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Ind. Code § 23-1-33-1, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the Board, subject to limitations in the Articles. Counsel shall separately identify and reconcile any valid shareholder agreement or any Articles provision dispensing with or limiting Board authority for a corporation with fifty (50) or fewer shareholders.

Section 3.2 Number and Qualifications. Pursuant to Ind. Code §§ 23-1-33-2 and 23-1-33-3, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed within a range of not fewer than [____] nor more than [____] directors. Directors need not be Indiana residents or shareholders unless the Articles or these Bylaws prescribe that qualification.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and each annual meeting thereafter, unless their terms are staggered under Ind. Code § 23-1-33-6. Terms, vacancy terms, holdover service, and any public-corporation staggering rule shall follow Ind. Code §§ 23-1-33-5 and 23-1-33-6 and the Articles.

Section 3.4 Resignation. A director may resign by delivering written notice to the Board, its chairperson, or the Secretary, or to another officer if the Articles or these Bylaws so provide. The effective date, any event condition, and any election-related irrevocability shall comply with Ind. Code § 23-1-33-7.

Section 3.5 Removal. Directors or shareholders may remove one or more directors with or without cause unless the Articles provide otherwise, subject to voting-group and cumulative-voting protections in Ind. Code § 23-1-33-8. A shareholder removal may occur only at a meeting called for that purpose, and the meeting notice shall state the removal purpose.

Section 3.6 Vacancies. Unless the Articles provide otherwise, the Board may fill a vacancy, including one caused by an increase in Board size. If the remaining directors are fewer than a quorum, a majority of all remaining directors may fill it. If a voting-group seat is submitted to shareholders for filling, only that voting group may vote. A known future vacancy may be filled before it occurs, but the successor may not take office early. Ind. Code § 23-1-33-9.

Section 3.7 Regular Meetings. The Board may hold regular meetings within or outside Indiana. Unless the Articles or these Bylaws provide otherwise, regular meetings may be held without notice of date, time, place, or purpose. Ind. Code §§ 23-1-34-1 and 23-1-34-3.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors] and may be held within or without the State of Indiana (Ind. Code § 23-1-34-1).

Section 3.9 Notice of Special Meetings. Special meetings of the Board must be preceded by at least [two (2)] days' notice of date, time, and place unless the Articles or these Bylaws provide a longer or shorter period. Purpose need not be stated unless required by those documents. Ind. Code § 23-1-34-3. Notice may be waived under Ind. Code § 23-1-34-4; attendance waives notice unless the director timely objects and does not thereafter vote for or assent to the action.

Section 3.10 Quorum and Voting. Pursuant to Ind. Code § 23-1-34-5, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the fixed number of directors (or, for a variable-range board, a majority of the number prescribed or in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Unless the Articles or these Bylaws provide otherwise, the Board may permit participation through a means by which all participating directors may simultaneously hear each other during the meeting. A participating director is deemed present in person. Ind. Code § 23-1-34-1.

Section 3.12 Action Without Meeting. Except where the Articles or these Bylaws require a meeting, Board action may be taken without one only by all directors through one or more written consents describing the action, signed by each director, delivered to the Secretary, and placed in the minutes or corporate records. Effectiveness and any pre-delivery revocation shall follow Ind. Code § 23-1-34-2.

Section 3.13 Compensation. Unless the Articles or these Bylaws provide otherwise, the Board may fix director compensation under Ind. Code § 23-1-33-10. Expense-reimbursement and conflict procedures shall be stated in a Board-approved policy.

Section 3.14 Standards of Conduct. Each director shall, based on facts then known to the director, discharge the director's duties in good faith, 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, in accordance with Ind. Code § 23-1-35-1. A director may rely on information, opinions, reports, or statements prepared or presented by officers, legal counsel, public accountants, or a Board committee as provided in that section.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Ind. Code § 23-1-34-6, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more directors to serve on them. The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Ind. Code § 23-1-34-5.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, a committee may exercise Board authority. A committee may not, except within the precise statutory delegations and Board-prescribed limits in Ind. Code § 23-1-34-6: (a) authorize distributions; (b) approve or propose shareholder-required action; (c) fill Board or committee vacancies; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a merger plan not requiring shareholder approval; or (g) authorize share issuance, sale, or class or series terms. The resolution creating each committee shall state its authority and limits.

Section 4.3 Committee Procedures. The provisions of the Law governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. The corporation shall have at least one officer. The selected offices are: ☐ President ☐ Secretary ☐ Treasurer ☐ Chair ☐ Vice President(s) ☐ Other: [____________________]. The Board or these Bylaws shall assign one officer responsibility for minutes and authentication of corporate records; that officer is the statutory Secretary. The same individual may hold more than one office. Ind. Code § 23-1-36-1.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. An officer may resign by delivering notice to the Board, its chairperson, or the Secretary, or to another officer if the Articles or these Bylaws so provide. The Board may remove an officer with or without cause, and an appointing officer may remove an officer or assistant that the appointing officer appointed. Removal and resignation do not erase contract rights, if any. Ind. Code §§ 23-1-36-3 and 23-1-36-4.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The officer designated as Secretary shall prepare minutes and authenticate corporate records under Ind. Code § 23-1-36-1(c). The Board may also assign notice administration, consent delivery, share records, shareholder lists, and other duties consistent with Ind. Code § 23-1-36-2.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and duties stated in these Bylaws or, to the extent consistent with them, prescribed by the Board or an authorized officer. Ind. Code § 23-1-36-2. Fiduciary, employment, conflict, confidentiality, compensation, signature, delegation, and removal terms shall be reviewed under the person's actual roles and governing documents rather than inferred from this office title.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Subject to any Articles reservation to shareholders, the Board may authorize shares for consideration permitted by Ind. Code § 23-1-26-2. Shares may be certificated or, unless the Articles or these Bylaws provide otherwise, uncertificated under Ind. Code § 23-1-26-7.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall contain the information, class or series disclosure, and transfer-restriction notice required by Ind. Code §§ 23-1-26-6 and 23-1-26-8. It shall be signed manually or by facsimile by at least two designated officers, or by the sole officer if the corporation has only one officer, and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with Ind. Code § 23-1-26-7.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Ind. Code § 23-1-26-8. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Wrongfully Taken Certificates. Replacement shall occur only through a Board-approved process reconciled by counsel with the corporation's records, transfer-agent procedures, adverse claims, applicable commercial law, and any lawful evidence, notice, indemnity, or security requirement. This section does not itself establish entitlement to a replacement or require a bond.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Permissible Indemnification of Directors. To the fullest extent authorized by Ind. Code § 23-1-37-8, the corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual's conduct was in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual either had reasonable cause to believe the conduct was lawful or had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants and beneficiaries satisfies clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere is not, of itself, determinative that the director did not meet the standard of conduct.

Section 7.2 Mandatory Indemnification. Pursuant to Ind. Code § 23-1-37-9, unless limited by the Articles, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding.

Section 7.3 Advance for Expenses. Pursuant to Ind. Code § 23-1-37-10, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition if: (a) the director furnishes the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in Ind. Code § 23-1-37-8; (b) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to repay); and (c) a determination is made that the facts then known would not preclude indemnification under Ind. Code ch. 23-1-37.

Section 7.4 Determination and Authorization. Pursuant to Ind. Code § 23-1-37-12, the corporation may not indemnify a director under § 23-1-37-8 unless authorized in the specific case after a determination that indemnification is permissible because the director met the standard of conduct. The determination shall be made: (1) by the Board by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if such a quorum cannot be obtained, by majority vote of a committee of two or more directors not at the time parties to the proceeding, duly designated by the Board; (3) by special legal counsel selected as provided in that section; or (4) by the shareholders (excluding shares owned by or voted under the control of directors who are at the time parties to the proceeding).

Section 7.5 Indemnification of Officers. Unless the Articles provide otherwise, an officer is entitled to mandatory indemnification under Ind. Code § 23-1-37-9 and may seek court-ordered indemnification under § 23-1-37-11 to the same extent as a director. The corporation may indemnify and advance expenses to an officer, employee, or agent to the extent authorized by Ind. Code § 23-1-37-13.

Section 7.6 Insurance. Pursuant to Ind. Code § 23-1-37-14, the corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation (or who serves at its request in such capacity for another enterprise) against liability asserted against or incurred by the individual in that capacity, whether or not the corporation would have the power to indemnify the individual against the same liability under this Article.

Section 7.7 Other Rights and Limits. Indemnification and advancement under this Article do not exclude other rights authorized by the Articles, these Bylaws, a qualifying Board or shareholder resolution, or another authorization described in Ind. Code § 23-1-37-15. Any limitation in those documents controls to the extent stated by section 15. Counsel shall document survival, insurance, contract rights, claim procedures, and any estate or representative issues separately.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions subject to restrictions in the Articles and Ind. Code §§ 23-1-28-1 and 23-1-28-3.

Section 8.2 Limitations. Pursuant to Ind. Code § 23-1-28-3, no distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount needed on a hypothetical dissolution to satisfy superior preferential rights. A director who votes for or assents to an unlawful distribution faces the liability rule in Ind. Code § 23-1-35-4, subject to § 23-1-35-1(e).

Section 8.3 Distribution Dates. The Board may fix the record, declaration, and payment dates for a distribution. If it does not fix a record date for a distribution other than a repurchase or reacquisition, the record date is the authorization date. Ind. Code § 23-1-28-2.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Ind. Code § 23-1-52-1, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Principal-Office Records. The corporation shall keep at its principal office the current Articles and Bylaws, qualifying share resolutions, the required three-year shareholder minutes and communications, current director and officer list, and most recent biennial report, as detailed in Ind. Code § 23-1-52-1(e).

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Ind. Code §§ 23-1-52-2 and 23-1-52-3, including the requirement, for certain records, of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Biennial Report. The corporation shall deliver the business entity report required every two calendar years by Ind. Code § 23-0.5-2-13 on the Secretary of State's schedule and keep its most recent report with the records required by Ind. Code § 23-1-52-1.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as contemplated by Ind. Code § 23-1-22-2. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain records in written form or another form capable of conversion into written form within a reasonable time. Ind. Code § 23-1-52-1(d).

Section 10.4 Conflict with Articles or Law. In the event of any conflict between these Bylaws and the Articles or the Law, the Articles or the Law, as applicable, shall control.

Section 10.5 Severability. If a provision is challenged, it shall be construed and severed only to the extent lawful and consistent with the Articles and the adopting body's intent; this clause does not predetermine a court's remedy or preserve a provision that cannot lawfully operate independently.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Default Amendment Authority. Unless the Articles provide otherwise, only the Board may amend or repeal these Bylaws. Ind. Code § 23-1-39-1. Before any amendment, the Secretary shall identify the adopting body, required notice, quorum and vote, any Articles allocation of amendment power, and any protected greater-quorum or greater-vote bylaw.

Section 11.2 Bylaw Fixing Quorum or Voting Requirement. A bylaw that fixes a greater quorum or voting requirement for shareholders may be adopted or amended only as provided in Ind. Code § 23-1-39-2, and a bylaw that fixes a greater than majority quorum or voting requirement for the Board may be amended or repealed only as provided in Ind. Code § 23-1-39-3.

Section 11.3 Initial Bylaws. The Board (or, if directors were not named in the Articles or have not been elected, the incorporators) shall adopt the initial bylaws of the corporation, as provided in Ind. Code § 23-1-21-6.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Unless the Articles provide otherwise, the Board may adopt bylaws effective only during an emergency defined by Ind. Code § 23-1-21-7(d). The emergency bylaws may address meeting calls, quorum, substitute directors, shareholder meetings, remote communication, declared-distribution dates, and other matters only within section 7's authority.

Section 12.2 Notice and Quorum During Emergency. During an emergency under Ind. Code § 23-1-22-3(d), unless emergency bylaws provide otherwise, notice need be given only to directors whom it is practicable to reach and may be given by any practicable means. Officers present may be deemed directors in statutory rank and seniority order as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. In anticipation of or during an emergency, the Board may modify lines of succession to accommodate incapacity and may relocate or designate alternative principal or regional offices under Ind. Code § 23-1-22-3(a). Substitute-director provisions shall remain within Ind. Code § 23-1-21-7.

Section 12.4 Effect; Liability. Corporate action taken in good faith under Ind. Code §§ 23-1-21-7 and 23-1-22-3 binds the corporation and receives only the liability protection those sections provide. Regular Bylaws consistent with the emergency bylaws remain effective, and emergency bylaws cease when the emergency ends.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], an Indiana corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] at the organizational meeting held pursuant to Ind. Code §§ 23-1-21-5 and 23-1-21-6 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Indiana Code 2026, Title 23, Article 1
• Indiana Code 2026, IC 23-0.5-2
• Indiana Code 2026, IC 23-0.5-4