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IC 23-1-34-1
Meetings; method of conducting
Sec. 1. (a) The board of directors may hold regular or special
meetings in or out of Indiana.
(b) Unless the articles of incorporation or bylaws provide
otherwise, the board of directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the
meeting. A director 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.18.
IC 23-1-34-2
Action taken without a meeting; consent
Sec. 2. (a) Unless the articles of incorporation or bylaws provide
otherwise, action required or permitted by this article to be taken at
a board of directors' meeting may be taken without a meeting if the
action is taken by all members of the board. The action must be
evidenced by one (1) or more written consents describing the action
taken, signed by each director, and included in the minutes or filed
with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a different
prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.
As added by P.L.149-1986, SEC.18.
IC 23-1-34-3
Notice of meetings
Sec. 3. (a) Unless the articles of incorporation or bylaws provide
otherwise, regular meetings of the board of directors may be held
without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a
longer or shorter period, special meetings of the board of directors
must be preceded by at least two (2) days notice of the date, time,
and place of the meeting. The notice need not describe the purpose
of the special meeting unless required by the articles of incorporation
or bylaws.
As added by P.L.149-1986, SEC.18.
IC 23-1-34-4
Waiver of notice
Sec. 4. (a) A director 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. Except as provided by subsection
(b), the waiver must be in writing, signed by the director entitled to
the notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives
any required notice to the director of the meeting unless the director
at the beginning of the meeting (or promptly upon the director's
arrival) objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at
the meeting.
As added by P.L.149-1986, SEC.18.
IC 23-1-34-5
Quorum; assent to action taken
Sec. 5. (a) Unless the articles of incorporation or bylaws require
a greater number, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation
has a fixed board size; or
(2) a majority of the number of directors prescribed, or if no
number is prescribed, the number in office immediately before
the meeting begins, if the corporation has a variable-range size
board.
(b) The articles of incorporation or bylaws may authorize a
quorum of a board of directors to consist of no fewer than one-third
(1/3) of the fixed or prescribed number of directors determined under
subsection (a).
(c) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of
directors unless the articles of incorporation or bylaws provide
otherwise.
(d) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting (or
promptly upon the director's arrival) to holding it or transacting
business at the meeting;
(2) the director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(3) the director delivers written notice of the director's dissent
or abstention to the presiding officer of the meeting before its
adjournment or to the secretary of the corporation immediately
after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of
the action taken.
As added by P.L.149-1986, SEC.18.
IC 23-1-34-6
Committees
Sec. 6. (a) Unless the articles of incorporation or bylaws provide
otherwise, a board of directors may create one (1) or more
committees and appoint members of the board of directors to serve
on them. Each committee may have one (1) or more members, who
serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to
it must be approved by the greater of:
(1) a majority of all the directors in office when the action is
taken; or
(2) the number of directors required by the articles of
incorporation or bylaws to take action under section 5 of this
chapter.
(c) Sections 1 through 5 of this chapter, which govern meetings,
action without meetings, notice and waiver of notice, and quorum
and voting requirements of the board of directors, apply to
committees and their members as well.
(d) To the extent specified by the board of directors or in the
articles of incorporation or bylaws, each committee may exercise the
authority of the board of directors under IC 23-1-33-1.
(e) A committee may not, however:
(1) authorize distributions, except a committee (or an executive
officer of the corporation designated by the board of directors)
may authorize or approve a reacquisition of shares or other
distribution if done according to a formula or method, or within
a range, prescribed by the board of directors;
(2) approve or propose to shareholders action that this article
requires to be approved by shareholders;
(3) fill vacancies on the board of directors or on any of its
committees;
(4) except to the extent permitted by subdivision (7), amend
articles of incorporation under IC 23-1-38-2;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder
approval; or
(7) authorize or approve the issuance or sale or a contract for
sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except
the board of directors may authorize a committee (or an
executive officer of the corporation designated by the board of
directors) to take the action described in this subdivision within
limits prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with
the standards of conduct described in IC 23-1-35-1.
As added by P.L.149-1986, SEC.18. Amended by P.L.107-1987,
SEC.11.