State of the Nonprofit Regulatory Environment in INDIANA

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Charitable orgs not required, only professional fundraiser consultant and solicitor: Indiana Code § 23-7-8-2

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Office of the Indiana Attorney General http://www.in.gov/attorneygeneral/2379.htm

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § I.C

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity § I.C. 23-17-19-2

IN Code § 23-17-19-4

REGULATORY BODY: Other

STATUTE TEXT: IC 23-17-19-4 Articles of merger; contents; effective date; filingSec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:(1) The name of the surviving corporation following the merger.(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors.(3) If approval by members was required, the following:(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation’s corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.

NOTES: Filing with county recorder I.C. § 23-17-19-4; Court Approval - Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity I.C. § 23-17-19-2

IN Code § 23-17-19-2

REGULATORY BODY: Other

STATUTE TEXT: IC 23-17-19-2 Mergers without prior approval; conditionsSec. 2. (a) Without the prior approval of the circuit court or superior court of the county where the corporation’s principal office or, if the principal office is not located in Indiana, the corporation’s registered office, is located in a proceeding that the attorney general has been given written notice, a public benefit or religious corporation may only merge with the following:(1) A public benefit or religious corporation.(2) A foreign corporation that would qualify under this article as a public benefit or religious corporation.(3) A wholly-owned foreign or domestic business or mutual benefit corporation if the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.(4) A business or mutual benefit corporation if the following conditions are met:(A) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if the corporation were to be operated as a business concern are transferred or conveyed to a person who would have received the corporation’s assets under IC 23-17-22-5(a)(5) and IC 23-17-22-5(a)(6) had the corporation dissolved.(B) The business or mutual benefit corporation returns, transfers, or conveys any assets held by the business or mutual benefit corporation upon condition requiring return, transfer, or conveyance, that occurs by reason of the merger, in accordance with the condition.(C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become:(i) members in;(ii) shareholders in; or(iii) officers, employees, agents, or consultants of;the surviving corporation.(D) The requirements of section 8 of this chapter are met.(5) A state educational institution if it is a public benefit corporation and the public benefit corporation is controlled by the state educational institution before the merger.(b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation under subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.(c) Without the prior written consent of the attorney general or of 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;in a proceeding in which the attorney general has been given notice, a member of a public benefit or religious corporation may not receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if the transaction is in the public interest.As added by P.L.179-1991, SEC.1. Amended by P.L.149-2016, SEC.72; P.L.130-2016, SEC.1.

NOTES: Filing with county recorder I.C. § 23-17-19-4; Court Approval - Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity I.C. § 23-17-19-2

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-AMMEND-OT

REGULATORY BODY: Other

NOTES: Yes, IC 23-17-17-7;Court Ordered Reogranization, IC 23-17-17-10

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Secretary of State IC 23-17-22-3

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

DISSOLV-JUDICI-AG

REGULATORY BODY: Attorney General

NOTES: IC 23-17-24-1

DISSOLV-JUDICI-OT

REGULATORY BODY: Other

NOTES: Filing with Sec. of State IC 23-17-24-4

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

NOTES: No

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Indiana Code § 23-7-8-2: requires only professional fundraiser consultants or professional solicitors for charitable organizations to register

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-RELIGI-NS

REGULATORY BODY: Not Specific

Small organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

Educational Institutions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-EDUCAT-NS

REGULATORY BODY: Not Specific

Governmental Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

Non-soliciting

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

Fraternal/ Membership

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

Political Orgs

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

Other

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

REMEDYT-DISSOL-NS

REGULATORY BODY: Not Specific

NOTES: IC 23-17-24-1

Removal of Board Members

Regulatory Action: REMEDY

YES: A regulation is defined in the state

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: IC 23-17-24-1.5

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ind. Code § 23-7-8-2: A person may not act as a professional fundraiser consultant or professional solicitor for a charitable organization unless the person has first registered with the division. A person who applies for registration shall disclose the following information while under oath: (1) The names and addresses of all officers, employees, and agents who are actively involved in fundraising or related activities. (2) The names and addresses of all persons who own a ten percent (10%) or more interest in the registrant. (3) A description of any other business related to fundraising conducted by the registrant or any person who owns ten percent (10%) or more interest. (4) The name or names under which it intends to solicit contributions. (5) Whether the organization has ever had its registration denied, suspended, revoked, or enjoined by any court or other governmental authority.

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Indiana Code § 23-7-8-2

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ind. Code § 23-7-8-2: “Before beginning a solicitation campaign, a professional solicitor must file a solicitation notice with the division”

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-6

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ind. Code § 23-7-8-6

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ind. Code § 23-7-8-2

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

IN Code § 23-7-8-2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: 90 days after end of campaign or 90 days after one year anniversary of the start of a campaign that lasts more than one year: Ind. Code § 23-7-8-2; Also: must keep financial records available for inspection at request: Ind. Code § 23-7-8-5

IN Code § 23-7-8-5

REGULATORY BODY: Not Specific

STATUTE TEXT:

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific