CHAPTER 29. MEETINGS OF SHAREHOLDERS
IC 23-1-29
Chapter 29. Meetings of Shareholders
IC 23-1-29-1
Annual meetings; exceptions
Sec. 1. (a) Unless directors are elected by written consent insteadof at an annual meeting as permitted by section 4 of this chapter, acorporation shall hold a meeting of the shareholders annually at atime stated in or fixed in accordance with the bylaws. However, if acorporation's articles of incorporation authorize shareholders tocumulate the shareholder's votes when electing directors as providedunder IC 23-1-30-9, directors may not be elected by less thanunanimous consent.
(b) Annual shareholders' meetings may be held in or out ofIndiana 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, annualmeetings shall be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in orfixed in accordance with a corporation's bylaws does not affect thevalidity of any corporate action.
(d) If the articles of incorporation or bylaws so provide, any or allshareholders may participate in an annual shareholders' meeting by,or through the use of, any means of communication by which allshareholders participating may simultaneously hear each other duringthe meeting. A shareholder participating in a meeting by this meansis deemed to be present in person at the meeting.
As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009,SEC.19.
IC 23-1-29-2
Special meetings
Sec. 2. (a) A corporation with more than fifty (50) shareholdersmust hold a special meeting of shareholders on call of its board ofdirectors or the person or persons (including, but not limited to,shareholders or officers) specifically authorized to do so by thearticles of incorporation or bylaws. If such corporation's articles ofincorporation require the holding of a special meeting on the demandof its shareholders, but do not specify the percentage of votes entitledto be cast on an issue necessary to demand such special meeting, theboard of directors may establish such percentage in the corporation'sbylaws. Absent adoption of such a bylaw provision, the demand fora special meeting must be made by the holders of all of the votesentitled to be cast on an issue.
(b) A corporation with fifty (50) or fewer shareholders must holda 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 incorporationor 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 consideredat the proposed special meeting sign, date, and deliver to suchcorporation's secretary one (1) or more written demands for themeeting describing the purpose or purposes for which it is to beheld.
(c) Special shareholders' meetings may be held in or out ofIndiana at the place stated in or fixed in accordance with the bylaws.If no place is stated or fixed in accordance with the bylaws, specialmeetings shall be held at the corporation's principal office.
(d) If not otherwise fixed under section 3 or 7 of this chapter, therecord date for determining shareholders entitled to demand a specialmeeting is the date the first shareholder signs the demand.
(e) Only business within the purpose or purposes described in themeeting notice required by section 5(c) of this chapter may beconducted at a special shareholders' meeting.
(f) If the articles of incorporation or bylaws so provide, any or allshareholders may participate in a special meeting of shareholders by,or through the use of, any means of communication by which allshareholders participating may simultaneously hear each other duringthe meeting. A shareholder participating in a meeting by this meansis 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; P.L.133-2009, SEC.20.
IC 23-1-29-3
Court-ordered meetings
Sec. 3. The circuit or superior court of the county where acorporation's principal office (or, if none in Indiana, its registeredoffice) is located may order a meeting to be held and may fix thetime and place of the meeting, which shall be conducted inaccordance with the corporation's articles of incorporation andbylaws:
(1) on application of any shareholder of the corporation entitledto participate in an annual meeting if an annual meeting was notheld within the earlier of six (6) months after the end of thecorporation's fiscal year or fifteen (15) months after its lastannual meeting; or
(2) on application of a shareholder who signed a demand for aspecial 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 thecorporation's secretary; or
(B) the special meeting was not held in accordance with thenotice.
As added by P.L.149-1986, SEC.13.
IC 23-1-29-4
Action taken without a meeting; consent of shareholders; notice tononvoting 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 theaction is taken by all the shareholders entitled to vote on the action.The action must be evidenced by one (1) or more written consentsdescribing the action taken, signed by all the shareholders entitled tovote on the action, bearing the date of signature, and delivered to thecorporation for inclusion in the minutes or filing with the corporaterecords.
(b) This subsection does not apply to a corporation that has a classof voting shares registered with the United States Securities andExchange Commission under Section 12 of the Securities ExchangeAct of 1934. Unless otherwise provided in the articles ofincorporation, any action required or permitted by this article to betaken at a shareholders' meeting may be taken without a meeting, andwithout prior notice, if consents in writing setting forth the actiontaken are signed by the holders of outstanding shares having at leastthe minimum number of votes that would be required to authorize ortake the action at a meeting at which all shares entitled to vote on theaction were present and voted. The written consent must bear thedate of signature of the shareholder who signs the consent and bedelivered to the corporation for inclusion in the minutes or filingwith the corporate records.
(c) If not otherwise fixed under section 7 of this chapter, and ifprior board action is not required with respect to the action to betaken without a meeting, the record date for determining theshareholders entitled to take action without a meeting is the first dateon which a signed written consent is delivered to the corporation. Ifnot otherwise fixed under section 7 of this chapter, and if prior boardaction is required with respect to the action to be taken without ameeting, the record date is the close of business on the day theresolution of the board taking the prior action is adopted. A writtenconsent to take a corporate action is not valid unless, not later thansixty (60) days after the earliest date on which a consent delivered tothe corporation as required by this section was signed, writtenconsents signed by sufficient shareholders to take the action havebeen delivered to the corporation. A written consent may be revokedby a writing to that effect delivered to the corporation beforeunrevoked written consents sufficient in number to take the corporateaction are delivered to the corporation.
(d) A consent signed in accordance with this section has the effectof a vote taken at a meeting and may be described as a vote in anydocument. Unless the:
(1) consent specifies a different prior or subsequent effectivedate; or
(2) articles of incorporation, bylaws, or a resolution of the boardof directors provides for a reasonable delay to permit tabulationof written consents;
the action taken by written consent is effective when written consentssigned by sufficient shareholders to take the action are delivered tothe corporation.
(e) If this article requires that notice of a proposed action be given
to nonvoting shareholders and the action is to be taken by writtenconsent of the voting shareholders, the corporation must give itsnonvoting shareholders written notice of the action not more than ten(10) days after:
(1) written consents sufficient to take the action have beendelivered to the corporation; or
(2) the date that tabulation of the written consents has beencompleted under an authorization as described in subsection (d).
The notice must reasonably describe the action taken and contain orbe accompanied by the same material that, under any provision ofthis article, would have been required to be sent to nonvotingshareholders in a notice of a meeting at which the proposed actionwould have been submitted to the shareholders for action.
(f) If action is taken by less than unanimous written consent of thevoting shareholders, the corporation must give its nonconsentingvoting shareholders written notice of the action not more than ten(10) days after:
(1) written consents sufficient to take the action have beendelivered to the corporation; or
(2) the date that tabulation of the written consents has beencompleted under an authorization as described in subsection (d).
The notice must reasonably describe the action taken and contain orbe accompanied by the same material that, under any provision ofthis article, would have been required to be sent to votingshareholders in a notice of a meeting at which the proposed actionwould have been submitted to the shareholders for action.
(g) The notice requirements of subsections (e) and (f) do not delaythe effectiveness of actions taken by written consent, and a failure tocomply with the notice requirements does not invalidate actionstaken by written consent. However, this subsection does not limit thepower of a court to fashion any appropriate remedy in favor of ashareholder adversely affected by a failure to give timely notice.
(h) An electronic transmission may be used to consent to an actionif the electronic transmission contains or is accompanied byinformation from which the corporation can determine the date onwhich the electronic transmission was signed and that the electronictransmission was authorized by the shareholder, the shareholder'sagent, or the shareholder's attorney in fact.
(i) Unless otherwise determined by a resolution of the board,delivery of a written consent to the corporation under this section isdelivery to the corporation's registered agent at its registered officeor to the secretary of the corporation at its principal office.
As added by P.L.149-1986, SEC.13. Amended by P.L.107-1987,SEC.7; P.L.133-2009, SEC.21.
IC 23-1-29-4.5
Repealed
(Repealed by P.L.133-2009, SEC.42.)
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 nofewer than ten (10) nor more than sixty (60) days before the meetingdate. Unless this article or the articles of incorporation requireotherwise, the corporation is required to give notice only toshareholders entitled to vote at the meeting.
(b) Unless this article or the articles of incorporation requireotherwise, notice of an annual meeting need not include a descriptionof the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of thepurpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 7 of this chapter, therecord date for determining shareholders entitled to notice of and tovote at an annual or special shareholders' meeting is the close ofbusiness on the day before the first notice is delivered toshareholders.
(e) Unless the bylaws require otherwise, if an annual or specialshareholders' meeting is adjourned to a different date, time, or place,notice need not be given of the new date, time, or place if the newdate, time, or place is announced at the meeting before adjournment.If a new record date for the adjourned meeting is or must be fixedunder section 7 of this chapter, however, notice of the adjournedmeeting must be given under this section to persons who areshareholders as of the new record date.
(f) A corporation may give notice of a shareholders' meetingunder this section by mailing the notice, postage prepaid, through theUnited States Postal Service, using any class or form of mail, if:
(1) the shares to which the notice relates are of a class ofsecurities that is registered under the Exchange Act (as definedin IC 23-1-43-9); and
(2) the notice and the related proxy or information statementrequired under the Exchange Act (as defined in IC 23-1-43-9)are available to the public, without cost or password, throughthe 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 thisarticle, the articles of incorporation, or bylaws before or after thedate and time stated in the notice. The waiver must be:
(1) in writing;
(2) signed by the shareholder entitled to the notice; and
(3) delivered to the corporation for inclusion in the minutes orfiling 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 meetingobjects to holding the meeting or transacting business at themeeting; and
(2) waives objection to consideration of a particular matter atthe meeting that is not within the purpose or purposes describedin the meeting notice, unless the shareholder objects toconsidering the matter when it is presented.
As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009,SEC.22.
IC 23-1-29-7
Fixing of record date
Sec. 7. (a) The bylaws may fix or provide the manner of fixing therecord date for one (1) or more voting groups in order to determinethe shareholders entitled to notice of a shareholders' meeting, todemand a special meeting, to vote, or to take any other action. If thebylaws do not fix or provide for fixing a record date, the board ofdirectors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more thanseventy (70) days before the meeting or action requiring adetermination of shareholders.
(c) A determination of shareholders entitled to notice of or to voteat a shareholders' meeting is effective for any adjournment of themeeting unless the board of directors fixes a new record date, whichit must do if the meeting is adjourned to a date more than onehundred twenty (120) days after the date fixed for the originalmeeting.
(d) If a court orders a meeting adjourned to a date more than onehundred twenty (120) days after the date fixed for the originalmeeting, it may provide that the original record date continues ineffect or it may fix a new record date.
As added by P.L.149-1986, SEC.13.