Sec. 11. (a) A corporation shall retain its business records under this section for the period required by this section. (b) A corporation shall permanently retain: (1) minute books of meetings of shareholders and directors; (2) the capital stock ledger and capital stock certificate ledger or stubs; (3) the general ledger; (4) the daily statements of condition; (5) the investment ledger; (6) the copies of examination reports; and (7) other records required by the department of financial institutions under this section. (c) A corporation's board of directors shall develop a records retention policy. In developing the policy, the board of directors shall consider: (1) legal actions and administrative proceedings in which the production of company records is necessary or desirable; (2) state and federal statutes of limitation applicable to legal actions and administrative proceedings; and (3) availability of information contained in the company records from other sources. (d) Except for records under subsection (b) and for other records required to be permanently retained, a corporation may dispose of a record that has been retained for the period required and in the manner required by this section. A corporation is not under a duty to produce the record in an action or proceeding after the disposal of the record. (e) This section applies to a corporation under IC 28 and to national banking associations to the extent that this section does not contravene federal law. IC 28-13-11 Chapter 11. Standards of Conduct for Directors 28-13-11-1 Discharge of duties; good faith; ordinary prudence; best interests of corporation 28-13-11-2 Right to rely on data and other information; financial statements and data 28-13-11-3 Bad faith; knowledge making reliance on information unwarranted 28-13-11-4 Best interests of corporation; factors considered 28-13-11-5 Exemption from personal liability; inapplicability in departmental proceedings 28-13-11-6 Legislative intent; business judgment and discretion of directors; corporate takeovers 28-13-11-7 Additional considerations affecting board actions or recommendations; approval of majority of disinterested directors; conclusive presumption of validity 28-13-11-8 Disinterested persons; director or shareholder of corporation 28-13-11-9 Conflict of interest transactions; direct or indirect interest of director; nonvoidability by corporation; voting for authorization, approval, or ratification 28-13-11-10 Unlawful distribution; liability of director; right to contribution
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