Section 68 IAC 4-1-8 - Required charter provisionsAuthority: IC 4-33-4; IC 4-35-4
Affected: IC 4-33; IC 4-35
Sec. 8.
(a) The following provisions, or similar provisions approved by the executive director in accordance with subsection (d), must be included in the articles of incorporation, or similar organization documents, of a publicly traded casino licensee or supplier licensee: "The corporation partnership limited liability company shall not issue five percent (5%) or greater of any voting securities or other voting interests to a person except in accordance with the provisions of IC 4-33, IC 4-35, and the rules promulgated thereunder (68 IAC). The issuance of any voting securities or other voting interests in violation thereof shall be void and the voting securities or other voting interests shall be deemed not to be issued and outstanding until one (1) of the following occurs:(1) The corporation partnership limited liability company shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.(2) The Indiana Gaming Commission shall, by affirmative action, validate the issuance or waive any defect in issuance.No voting securities or other voting interests issued by the corporation partnership limited liability company and no interest, claim, or charge of five percent (5%) or greater therein or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of IC 4-33, IC 4-35, and the rules promulgated thereunder (68 IAC). Any transfer in violation thereof shall be void until one (1) of the following occurs:
(1) The corporation partnership limited liability company shall cease to be subject to the jurisdiction of the Indiana Gaming Commission.(2) The Indiana Gaming Commission shall, by affirmative action, validate the transfer or waive any defect in the transfer.If the Indiana Gaming Commission at any time determines that a holder of voting securities or other voting interests of this corporation partnership limited liability company shall be denied the application for transfer, then the issuer of the voting securities or other voting interests may, within thirty (30) days after the denial, purchase the voting securities or other voting interests of the denied applicant at the lesser of the:
(1) market price of the ownership interest; or(2) price at which the applicant purchased the ownership interest; unless the voting securities or other voting interests are transferred to a suitable person (as determined by the commission) within thirty (30) days after the denial of the application for transfer of ownership.Until the voting securities or other voting interests are owned by persons found by the commission to be suitable to own them, the following restrictions must be followed:
(1) The corporation partnership limited liability company shall not be required or permitted to pay any dividend or interest with regard to the voting securities or other voting interests.(2) The holder of the voting securities or other voting interests shall not be entitled to vote on any matter as the holder of the voting securities or other voting interests, and the voting securities or other voting interests shall not for any purposes be included in the voting securities or other voting interests of the corporation partnership limited liability company entitled to vote.(3) The corporation partnership limited liability company shall not pay any remuneration in any form to the holder of the voting securities or other voting interests as provided in this paragraph".(b) A casino license applicant must be in compliance with subsection (a) prior to the commission issuing the casino owner's license under 68 IAC 2-1.(c) A supplier licensee must be in compliance with subsection (a) within forty-five (45) days of receiving a permanent supplier's license under 68 IAC 2-2. A supplier licensee must file one (1) copy of the amended articles of incorporation or similar organization documents within fifty (50) days of receiving a permanent supplier's license.(d) A casino license applicant, casino licensee, or supplier licensee must submit similar charter provisions to the executive director at least thirty (30) days prior to the public offering for approval. The executive director shall notify the casino license applicant, casino licensee, or supplier licensee, in writing, that the charter provisions are acceptable.Indiana Gaming Commission; 68 IAC 4-1-8; filed Dec 11, 1995, 4:30 p.m.: 19 IR 1028; readopted filed Dec 1, 2003, 9:45 a.m.: 27 IR 1298; readopted filed Sep 22, 2009, 4:00 p.m.: 20091021-IR-068090475RFA; filed Dec 6, 2012, 2:32 p.m.: 20130102-IR-068110786FRA; errata filed Jan 10, 2013, 2:54 p.m.: 20130130-IR-068110786ACAReadopted filed 9/19/2018, 4:09 p.m.: 20181017-IR-068180283RFA