News Re: Indiana Law & Revenge
I spoke this morning with Mary in the office of Indiana Secretary of State Todd Rokita. (317-232-6576) I asked the questions regarding applicability of Indiana law to a "foreign corporation" (incorporated in Nevada but operating in Indiana).
She gave me some information and told me where to look at the office of the Indiana Attorney General, Steve Carter. I spoke with Allison in the AG's office (317-232-6330)and learned the following:
Revenge has done all the correct filings with the State of Indiana to conduct business / operations there.
The following paragraph(s) have been taken directly from the current Indiana Code.
Here's the summary: A "foreign corporation" operating in the State must adhere to the code, laws and requirements of the State.
When it comes to calling an annual meeting etc., the entire issue hinges on what is said in the bylaws of the articles of incorporation of the Company. This makes the issue a somewhat circuitous one, in that the next step is to determine what the Revenge bylaws say, and getting hold of a copy of them would be the next step. if these bylaws mandate an annual meeting, etc., then Indiana has extensive rights on the subject, but if not, then we have no further assistance to look to them for.
Here are the direct paragraphs from the Indiana Code:
IC 28-1-22
Chapter 22. Foreign Corporations
IC 28-1-22-2
Authorized business; equality of rights and privileges with
domestic corporations
Sec. 2. (a) No foreign corporation shall be admitted for the
purpose of transacting any kind of business in this state, the
transaction of which by domestic corporation is not permitted by the laws of this state.
(b) A foreign corporation admitted to do business in this state
shall have the same rights, privileges, and restrictions as domestic corporations of like character or charter, and to the same extent as if it had been organized under this article, to transact the business for which its certificate of admission is issued.
(Formerly: Acts 1933, c.40, s.325.) As amended by P.L.263-1985,
SEC.85; P.L.171-1996, SEC.9.
IC 28-13-5
Chapter 5. Meetings of Shareholders
IC 28-13-5-1
Annual meeting requisites
Sec. 1. (a) A corporation must hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b) Annual meetings of shareholders shall be held at the principal office of the corporation, or in the city, town, or county in which the principal office is located at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's
principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any action taken by the corporation.
(d) If the articles of incorporation or bylaws so provide, any or all shareholders may participate in an annual shareholders' meeting by, or through the use of, any means of communication by which all shareholders participating may simultaneously communicate with each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.
As added by P.L.14-1992, SEC.163.
