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IC 23-1-29-1
Annual meeting
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 shareholders' meetings may be held in or out of
Indiana 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 corporate action.
(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 hear each other during
the meeting. A shareholder participating in a meeting by this means
is deemed to be present in person at the meeting.
As added by P.L.149-1986, SEC.13.
IC 23-1-29-2
Special meetings
Sec. 2. (a) A corporation with more than fifty shareholders must
hold a special meeting of shareholders on call of its board of
directors or the person or persons (including, but not limited to,
shareholders or officers) specifically authorized to do so by the
articles of incorporation or bylaws. If such corporation's articles of
incorporation require the holding of a special meeting on the demand
of its shareholders, but do not specify the percentage of votes entitled
to be cast on an issue necessary to demand such special meeting, the
board of directors may establish such percentage in the corporation's
bylaws. Absent adoption of such a bylaw provision, the demand for
a special meeting must be made by the holders of all of the votes
entitled to be cast on an issue.
(b) A corporation with fifty (50) or fewer shareholders must hold
a special meeting of shareholders:
(1) On call of its board of directors or the person or persons
(including, but not limited to, shareholders or officers)
specifically authorized to do so by the articles of incorporation
or bylaws; or
(2) If the holders of at least twenty-five percent (25%) of all the
votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to such
corporation's secretary one (1) or more written demands for the
meeting describing the purpose or purposes for which it is to be
held.
(c) Special shareholders' meetings may be held in or out of
Indiana at the place stated in or fixed in accordance with the bylaws.
If no place is stated or fixed in accordance with the bylaws, special
meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the
meeting notice required by section 5(c) of this chapter may be
conducted at a special shareholders' meeting.
(e) If the articles of incorporation or bylaws so provide, any or all
shareholders may participate in a special meeting of shareholders by,
or through the use of, any means of communication by which all
shareholders participating may simultaneously hear each other during
the meeting. A shareholder participating in a meeting by this means
is deemed to be present in person at the meeting.
As added by P.L.149-1986, SEC.13. Amended by P.L.227-1989,
SEC.1.
IC 23-1-29-3
Court-ordered meetings
Sec. 3. The circuit or superior court of the county where a
corporation's principal office (or, if none in Indiana, its registered
office) is located may order a meeting to be held and may fix the
time and place of the meeting, which shall be conducted in
accordance with the corporation's articles of incorporation and
bylaws:
(1) on application of any shareholder of the corporation entitled
to participate in an annual meeting if an annual meeting was not
held within the earlier of six (6) months after the end of the
corporation's fiscal year or fifteen (15) months after its last
annual meeting; or
(2) on application of a shareholder who signed a demand for a
special meeting valid under section 2 of this chapter if:
(A) notice of the special meeting was not given within sixty
(60) days after the date the demand was delivered to the
corporation's secretary; or
(B) the special meeting was not held in accordance with the
notice.
As added by P.L.149-1986, SEC.13.
IC 23-1-29-4
Action taken without a meeting; consent of shareholders; notice to
nonvoting shareholders
Sec. 4. (a) Action required or permitted by this article to be taken
at a shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action.
The action must be evidenced by one (1) or more written consents
describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the corporation for inclusion in
the minutes or filing with the corporate records.
(b) If not otherwise determined under section 7 of this chapter, the
record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent
under subsection (a).
IC 23-1-29-4.5
Action without meeting; written and electronic consent of
shareholders; notice to nonvoting shareholders
Sec. 4.5. (a) This section does not apply to any corporation that
has a class of voting shares registered with the Securities and
Exchange Commission under Section 12 of the Securities Exchange
Act of 1934.
(b) Unless otherwise provided in the articles of incorporation, any
action required or permitted by this article to be taken at a
shareholders' meeting may be taken without a meeting and without
a vote if a consent or consents in writing setting forth the action
taken are:
(1) signed by shareholders having at least the minimum number
of votes necessary to authorize the action at a meeting at which
all shareholders entitled to vote were present and voted; and
(2) delivered to the corporation for inclusion in the minutes or
filing with the corporate records.
(c) Unless the articles of incorporation provide that no prior
notice is required, written notice of the proposed action containing
the information required by section 5 of this chapter must be given
to the shareholders at least ten (10) days before the action is taken.
(d) If not otherwise determined under section 7 of this chapter, the
record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent
under subsection (b).
(e) Each written consent must bear the date of signature of each
shareholder who signs the consent.
(f) A written consent is effective when, within sixty (60) days
after the earliest dated consent delivered to the corporation, written
consents signed by a sufficient number of shareholders to take action
are delivered to the corporation, unless the consent specifies a
different prior or subsequent effective date.
(g) For purposes of this subsection, "electronic consent" means a
telegram, cablegram, or other form of electronic transmission, and
"sign" or "signed" includes any manual, facsimile, conformed, or
electronic signature. The following apply to an electronic consent:
(1) An electronic consent to an action to be taken may be
transmitted by a:
(A) shareholder; or
(B) person or persons authorized to act for a shareholder.
(2) The date that an electronic consent is transmitted is
considered to be the date on which the consent is written,
signed, and dated for purposes of this section if the electronic
consent is delivered with information from which the
corporation can determine:
(A) that the electronic consent was transmitted by a
shareholder or by a person or persons authorized to act for
a shareholder; and
(B) the date on which a shareholder or an authorized person
or persons transmitted the electronic consent.
(3) An electronic consent is considered to be delivered when:
(A) the consent is reproduced in paper form; and
(B) the paper form is delivered to the corporation.
(4) Notwithstanding subdivisions (1), (2), and (3), electronic
consents may be delivered to the corporation in any other
manner provided by resolution of the board of directors.
(5) A reliable reproduction of a consent in writing may be used
instead of the original writing for any and all purposes for
which the original writing could be used if the reproduction is
a complete reproduction of the entire original writing.
(h) Unless prior notice has been given to the shareholders as
provided in subsection (c), prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent of the shareholders must be given to those shareholders,
including nonvoting shareholders entitled to notice under this article,
who:
(1) did not consent in writing; and
(2) would have been entitled to notice of the meeting if the
record date for the meeting was the date on which the first
shareholder's signed consent was delivered to the corporation
under subsection (f).
(i) A document required to be filed under any other section of this
article regarding the action consented to by the shareholders
under this section must state, instead of any statement required by
another section of this article concerning any vote of the
shareholders, that written consent has been given in accordance with
this section.
As added by P.L.213-2003, SEC.1.
IC 23-1-29-5
Notice of meetings
Sec. 5. (a) A corporation shall notify shareholders of the date,
time, and place of each annual and special shareholders' meeting no
fewer than ten (10) nor more than sixty (60) days before the meeting
date. Unless this article or the articles of incorporation require
otherwise, the corporation is required to give notice only to
shareholders entitled to vote at the meeting.
(b) Unless this article or the articles of incorporation require
otherwise, notice of an annual meeting need not include a description
of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 7 of this chapter, the
record date for determining shareholders entitled to notice of and to
vote at an annual or special shareholders' meeting is the close of
business on the day before the first notice is delivered to
shareholders.
(e) Unless the bylaws require otherwise, if an annual or special
shareholders' meeting is adjourned to a different date, time, or place,
notice need not be given of the new date, time, or place if the new
date, time, or place is announced at the meeting before adjournment.
If a new record date for the adjourned meeting is or must be fixed
under section 7 of this chapter, however, notice of the adjourned
meeting must be given under this section to persons who are
shareholders as of the new record date.
(f) A corporation may give notice of a shareholders' meeting
under this section by mailing the notice, postage prepaid, through the
United States Postal Service, using any class or form of mail, if:
(1) the shares to which the notice relates are of a class of
securities that is registered under the Exchange Act (as defined
in IC 23-1-43-9); and
(2) the notice and the related proxy or information statement
required under the Exchange Act (as defined in IC 23-1-43-9)
are available to the public, without cost or password, through
the corporation's Internet web site not fewer than thirty (30)
days before the shareholders' meeting.
As added by P.L.149-1986, SEC.13. Amended by P.L.178-2005,
SEC.2.
IC 23-1-29-6
Waiver of notice
Sec. 6. (a) A shareholder may waive any notice required by this
article, the articles of incorporation, or bylaws before or after the
date and time stated in the notice. The waiver by the shareholder
entitled to the notice must be in writing and be delivered to the
corporation for inclusion in the minutes or filing with the corporate
records.
(b) A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the
meeting; and
(2) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
As added by P.L.149-1986, SEC.13.
IC 23-1-29-7
Fixing of record date
Sec. 7. (a) The bylaws may fix or provide the manner of fixing the
record date for one (1) or more voting groups in order to determine
the shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action. If the
bylaws do not fix or provide for fixing a record date, the board of
directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than
seventy (70) days before the meeting or action requiring a
determination of shareholders.
(c) A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original
meeting.
(d) If a court orders a meeting adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original
meeting, it may provide that the original record date continues in
effect or it may fix a new record date.
As added by P.L.149-1986, SEC.13.