2019 Indiana Code
Title 15. Agriculture and Animals
Article 12. Agricultural Assistance Organizations and Programs
Chapter 1. Agricultural Cooperatives
15-12-1-12. Articles of incorporation
Sec. 12. (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;
(2) acknowledged by at least one (1) of the incorporators before a notary public; and
(3) presented in duplicate to the secretary of state at the secretary of state's office and accompanied by the fees prescribed by this chapter.
[Pre-2008 Recodification Citation: 15-7-1-7(a).]
As added by P.L.2-2008, SEC.3. Amended by P.L.118-2017, SEC.3.
