CHAPTER 2. BOARDS OF TRADE, EXCHANGES, AND CHAMBERS OF COMMERCE
IC 23-5-2
Chapter 2. Boards of Trade, Exchanges, and Chambers of
Commerce
IC 23-5-2-1
Formation of association
Sec. 1. Any number of persons not less than ten (10) may
voluntarily associate themselves by written articles, to be signed and
acknowledged by them before some disinterested person authorized
by law to take acknowledgment of deeds, specifying therein the
objects of the organization, the corporate name they may adopt, the
amount of capital stock and numbers of shares into which the same
shall be divided, the names and number of the officers to be elected
to manage the business and prudential concerns of such association,
the manner of their election, the name and place of residence of each
member or stockholder, and, (if a stock capital is subscribed), the
amount and number of shares subscribed by each.
(Formerly: Acts 1875, c.5, s.1.)
IC 23-5-2-2
Purpose of association
Sec. 2. Such association may be formed, either on the basis of
capital stock or by requiring annual membership fees, for the purpose
of maintaining boards of trade, commercial or real estate exchanges,
chambers of commerce or other commercial organizations, under
such name as the incorporation may see proper to adopt.
(Formerly: Acts 1875, c.5, s.2.)
IC 23-5-2-3
Filing and recording articles of incorporation; amendment
Sec. 3. Every such association shall file their articles of
incorporation in the recorder's office of the county in which such
association may be formed; and, upon the expense of filing and
recording being paid, the recorder shall record the same in the
miscellaneous book of records in his office, and such records, or a
certified copy thereof, as against the subscribers of such articles of
incorporation, shall be conclusive evidence of the matters and things
therein recited; such articles may be amended from time to time in
such manner as may be prescribed in the original articles of
association; and amendments so made shall go into effect when filed
and recorded in the recorder's office of such county: Provided,
however, That no such amendments shall be allowed or made which
shall change the objects of any such association as defined in the
original articles of association, nor add another and different object
than those originally specified as herein required.
(Formerly: Acts 1875, c.5, s.3.)
IC 23-5-2-4
Rights, powers, and privileges of associations
Sec. 4. Every such association shall, from the time such articles
are filed in the proper recorder's office be deemed and held to be a
corporation, and shall have and possess all the rights, powers and
privileges given to corporations by common law; to sue and be sued;
and to rent, lease, purchase, hold and convey such real and personal
property as may be necessary and proper for the purpose of erecting
and maintaining buildings thereon and to carry out the objects of any
such corporation.
(Formerly: Acts 1875, c.5, s.4; Acts 1913, c.295, s.1.)
IC 23-5-2-5
Shares of corporation
Sec. 5. Every such corporation may, at its discretion, divide its
corporate property into shares and designate and prescribe the
manner and under what conditions the said stock or shares thereof
may be held, sold, transferred, conveyed, voted, retired, cancelled or
forfeited.
(Formerly: Acts 1875, c.5, s.5; Acts 1913, c.295, s.2.)
IC 23-5-2-6
Officers, directors, and agents; books and records
Sec. 6. Every such corporation shall, in the manner specified in its
articles of incorporation, elect such officers, directors and agents as
may be necessary to carry into operation the objects of its
organization. It may adopt and prescribe rules and by-laws for the
government of its officers, directors, agents and members, and shall
keep a record of its proceedings, and books in which shall be kept
correct accounts of all receipts and expenditures of such corporation,
and semiannually a balance sheet containing a full, true and complete
account of all such receipts and expenditures, shall be made out,
signed by the president, attested by the clerk or secretary and
recorded in a book to be kept for that purpose, and such book, and all
other books in which the accounts of such corporation may be kept,
shall be, during business hours, open to the examination and
inspection of the members thereof, and shall keep a corporate seal,
and such records or copies thereof, duly signed by the president, and
attested by the secretary or clerk under its corporate seal, and verified
by the affidavit of such president or clerk thereto annexed, may be
given and read in evidence in any court when the interests of such
corporation are concerned.
(Formerly: Acts 1875, c.5, s.6.)
IC 23-5-2-7
Settlement of disputes
Sec. 7. Every such corporation may adopt rules, by-laws and
regulations relating to the arbitration and settlement of business
controversies and misunderstanding between its members, and may
appoint, annually, or oftener, committees to whom such disputes may
be referred for settlement, and all arbitrations and settlements thus
made, and the awards of such committees shall be final and binding
upon the parties only who may have signed a written agreement to
abide by such awards, and such corporation may expel any of its
members for violations of its regulations, or for dishonorable
transactions in business.
(Formerly: Acts 1875, c.5, s.7.)
IC 23-5-2-8
Violations; penalties
Sec. 8. Any willful violation of any of the provisions of this
chapter, by any association or corporation organized under or by
virtue of this chapter, shall forfeit all rights of such corporation or
association acquired under this chapter, and it may be proceeded
against by information as, by law, in other cases provided.
(Formerly: Acts 1875, c.5, s.8.) As amended by P.L.34-1987,
SEC.332.
IC 23-5-2-9
Mutual mortuary benefits
Sec. 9. (a) This chapter shall not authorize the organization of any
banking, insurance, telegraph, mining, manufacturing, warehouse, or
transportation company, but any board of trade or other commercial
organization organized under this chapter may create and operate
among its members a system of mutual mortuary benefits and may
raise the benefits, after the death of each member who is a subscriber
to the mortuary benefit fund, by an assessment of not more than four
dollars ($4) upon each living member for the benefit of the
beneficiaries of such deceased member described in the articles of
association or bylaws of the corporation or for the benefit of the
beneficiaries named by the member conformably to the articles of
association or bylaws.
(b) The corporation may make continued membership in the
corporation itself, of a living member, conditional upon the member's
paying such assessments promptly.
(c) The corporation shall only be liable to any beneficiary to the
extent for the assessment in the beneficiary's favor that has been
received by it, and the fund so collected shall not be depleted by any
salary of officers or other expenses, but the whole thereof shall be
paid to the beneficiary.
(Formerly: Acts 1875, c.5, s.9; Acts 1901, c.191, s.1.) As amended by
P.L.34-1987, SEC.333; P.L.1-1989, SEC.47.
IC 23-5-2-10
Report to general assembly
Sec. 10. Any and all associations or corporations organized under
or having existence by virtue of this chapter shall remain subject to
the control of the general assembly of the state of Indiana, and may
be, by law, required and compelled to make a report of all its
proceedings to any general assembly of this state, and any general
assembly of this state may, by law, repeal this chapter, and require
and compel the dissolution and settling up of all corporations or
associations organized under this chapter within any period not less
than three (3) years after the passage of such repealing law. A report
under this section to the general assembly must be in an electronic
format under IC 5-14-6.
(Formerly: Acts 1875, c.5, s.10.) As amended by P.L.34-1987,
SEC.334; P.L.28-2004, SEC.161.