CHAPTER 30. VOTING BY SHAREHOLDERS
IC 23-1-30
Chapter 30. Voting by Shareholders
IC 23-1-30-1
Shareholders' list
Sec. 1. (a) After fixing a record date for a meeting, a corporationshall prepare an alphabetical list of the names of all its shareholderswho are entitled to notice of a shareholders' meeting. The list mustbe arranged by voting group (and within each voting group by classor series of shares) and show the address of and number of sharesheld by each shareholder.
(b) The shareholders' list must be available for inspection by anyshareholder entitled to vote at the meeting, beginning five (5)business days before the date of the meeting for which the list wasprepared and continuing through the meeting, at the corporation'sprincipal office or at a place identified in the meeting notice in thecity where the meeting will be held. Subject to IC 23-1-52-2(c), ashareholder, or the shareholder's agent or attorney authorized inwriting, is entitled on written demand to inspect and to copy the list,during regular business hours and at the shareholder's expense,during the period it is available for inspection.
(c) The corporation shall make the shareholders' list available atthe meeting, and any shareholder, or the shareholder's agent orattorney authorized in writing, is entitled to inspect the list at anytime during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, or theshareholder's agent or attorney authorized in writing, to inspect theshareholders' list during the period specified in subsection (b) (orcopy the list as permitted by subsection (b)), the circuit or superiorcourt of the county where a corporation's principal office (or, if nonein Indiana, its registered office) is located, on application of theshareholder, may order the inspection or copying.
(e) Refusal or failure to prepare or make available theshareholders' list does not affect the validity of action taken at themeeting.
(f) The use and distribution of any information acquired frominspection or copying the shareholders' list under the rights grantedby this section are subject to IC 23-1-52-5.
As added by P.L.149-1986, SEC.14.
IC 23-1-30-2
Shares entitled to vote
Sec. 2. (a) Except as provided in subsections (b) and (c) or unlessthe articles of incorporation provide otherwise, each outstandingshare, regardless of class, is entitled to one (1) vote on each mattervoted on at a shareholders' meeting. Only shares are entitled to vote.
(b) Absent special circumstances, the shares of a corporation arenot entitled to vote if they are owned, directly or indirectly, by asecond corporation, domestic or foreign, and the first corporationowns, directly or indirectly, a majority of the shares entitled to vote
for directors of the second corporation.
(c) Subsection (b) does not limit the power of a corporation tovote any shares, including its own shares, held by it in or for anemployee benefit plan or in any other fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice ofredemption is mailed to the holders and a sum sufficient to redeemthe shares has been deposited with a bank, trust company, or otherfinancial institution under an irrevocable obligation to pay theholders the redemption price on surrender of the shares.
As added by P.L.149-1986, SEC.14.
IC 23-1-30-3
Voting of shares; appointment of proxy
Sec. 3. (a) A shareholder may vote the shareholder's shares inperson or by proxy.
(b) A shareholder may authorize a person or persons to act for theshareholder as proxy by any of the following:
(1) A shareholder or the shareholder's designated officer,director, employee, or agent may execute a writing by:
(A) signing it; or
(B) causing the shareholder's signature or the signature ofthe designated officer, director, employee, or agent of theshareholder to be affixed to the writing by any reasonablemeans, including by facsimile signature.
(2) A shareholder may transmit or authorize the transmission ofan electronic submission. The electronic submission:
(A) may be transmitted by any electronic means, includingdata and voice telephonic communications and computernetwork;
(B) may be transmitted to:
(i) the person who will be the holder of the proxy;
(ii) a proxy solicitation firm; or
(iii) a proxy support service organization or similar agencyauthorized by the person who will be the holder of theproxy to receive the electronic submission; and
(C) must either contain or be accompanied by informationfrom which it can be determined that the electronicsubmission was transmitted by or authorized by theshareholder.
(3) Any other method allowed by law.
(c) A copy, facsimile telecommunication, or other reliablereproduction of the writing or electronic submission created undersubsection (b)(1) or (b)(2) may be used instead of the originalwriting or electronic submission for all purposes for which theoriginal writing or electronic submission may be used if the copy,facsimile telecommunication, or other reproduction is a completecopy of the entire original writing or electronic submission.
(d) An appointment of a proxy is effective when received by thesecretary or other officer or agent authorized to tabulate votes. Anappointment is valid for eleven (11) months unless a shorter or
longer period is expressly provided in the appointment.
(e) An appointment of a proxy is revocable by the shareholderunless the appointment conspicuously states that it is irrevocable andthe appointment is coupled with an interest. Appointments coupledwith an interest include the appointment of:
(1) a pledgee;
(2) a person who purchased or agreed to purchase the shares;
(3) a creditor of the corporation who extended it credit underterms requiring the appointment;
(4) an employee of the corporation whose employment contractrequires the appointment; or
(5) a party to a voting agreement created under IC 23-1-31-2.
(f) The death or incapacity of the shareholder appointing a proxydoes not affect the right of the corporation to accept the proxy'sauthority unless notice of the death or incapacity is received by thesecretary or other officer or agent authorized to tabulate votes beforethe proxy exercises the proxy's authority under the appointment.
(g) An appointment made irrevocable under subsection (e) isrevoked when the interest with which it is coupled is extinguished.
(h) A transferee for value of shares subject to an irrevocableappointment may revoke the appointment if the transferee did notknow of its existence when the transferee acquired the shares and theexistence of the irrevocable appointment was not notedconspicuously on the certificate representing the shares or on theinformation statement for shares without certificates.
(i) Subject to section 5 of this chapter and to any expresslimitation on the proxy's authority contained in the writing orelectronic submission, a corporation is entitled to accept the proxy'svote or other action as that of the shareholder making theappointment.
As added by P.L.149-1986, SEC.14. Amended by P.L.107-1987,SEC.8; P.L.9-1998, SEC.1.
IC 23-1-30-4
Beneficial owners of shares; recognition procedure; disclosureprocedure
Sec. 4. (a) A corporation may establish a recognition procedure bywhich the beneficial owner of shares that are registered in the nameof a nominee is recognized by the corporation as the shareholder.The extent of this recognition may be determined in the recognitionprocedure.
(b) A corporation may establish a disclosure procedure by whichthe names of beneficial owners of its shares shall, to the extent notprohibited by law, be disclosed to the corporation. A corporationmay not establish a procedure requiring disclosure of the names ofthe beneficial owners of a private trust created in good faith and notfor the purpose of circumventing a disclosure procedure adoptedpursuant to this section. The corporation may adopt reasonablesanctions to ensure compliance with its disclosure procedure,including without limitation: (1) prohibiting the voting of;
(2) providing for mandatory or optional reacquisition of; or
(3) the withholding or payment into escrow of dividends withrespect to;
shares as to which the beneficial owner's name is not disclosed asrequired by the disclosure procedure.
As added by P.L.149-1986, SEC.14.
IC 23-1-30-5
Acceptance of signature
Sec. 5. (a) If the name signed on or submitted with a vote,consent, waiver, or proxy appointment corresponds to the name of ashareholder, the corporation if acting in good faith is entitled toaccept the vote, consent, waiver, or proxy appointment and give iteffect as the act of the shareholder.
(b) If the name signed on or submitted with a vote, consent,waiver, or proxy appointment does not correspond to the name of itsshareholder, the corporation if acting in good faith is neverthelessentitled to accept the vote, consent, waiver, or proxy appointmentand give it effect as the act of the shareholder if:
(1) the shareholder is an entity and the name purports to be thatof an officer or agent of the entity;
(2) the name purports to be that of an administrator, executor,guardian, or conservator representing the shareholder and, if thecorporation requests, evidence of fiduciary status acceptable tothe corporation has been presented with respect to the vote,consent, waiver, or proxy appointment;
(3) the name purports to be that of a receiver or trustee inbankruptcy of the shareholder and, if the corporation requests,evidence of this status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxyappointment;
(4) the name purports to be that of a pledgee, beneficial owner,or attorney-in-fact of the shareholder and, if the corporationrequests, evidence acceptable to the corporation of the person'sauthority to act for the shareholder has been presented withrespect to the vote, consent, waiver, or proxy appointment; or
(5) two (2) or more persons are the shareholder as cotenants orfiduciaries and the name purports to be the name of at least one(1) of the coowners and the person acting appears to be actingon behalf of all the coowners.
(c) The inspectors or the persons making a determination of thevalidity of proxies shall specify the information upon which they relyin determining the validity of a proxy. The corporation is entitled toreject a vote, consent, waiver, or proxy appointment if the secretaryor other officer or agent authorized to tabulate votes, acting in goodfaith, has reasonable basis for doubt about:
(1) the validity of the signature on a writing or about thesignatory's authority to sign for the shareholder; or
(2) the validity of an electronic submission or the submitter's
authority to make the electronic transmission.
(d) The corporation and its officer or agent who accepts or rejectsa vote, consent, waiver, or proxy appointment in accordance with thestandards of this section are not liable in damages to the shareholderfor the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of avote, consent, waiver, or proxy appointment under this section isvalid unless a court of competent jurisdiction determines otherwise.
As added by P.L.149-1986, SEC.14. Amended by P.L.9-1998, SEC.2.
IC 23-1-30-6
Voting group; quorum
Sec. 6. (a) Shares entitled to vote as a separate voting group maytake action on a matter at a meeting only if a quorum of those sharesexists with respect to that matter. Unless the articles of incorporationor this article provide otherwise, a majority of the votes entitled to becast on the matter by the voting group constitutes a quorum of thatvoting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it isdeemed present for quorum purposes for the remainder of themeeting and for any adjournment of that meeting unless a new recorddate is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the electionof directors) by a voting group is approved if the votes cast withinthe voting group favoring the action exceed the votes cast opposingthe action, unless the articles of incorporation or this article requirea greater number of affirmative votes.
(d) The election of directors is governed by section 9 of thischapter.
As added by P.L.149-1986, SEC.14.
IC 23-1-30-7
Voting groups; method of taking action
Sec. 7. (a) If the articles of incorporation or this article provide forvoting by a single voting group on a matter, action on that matter istaken when voted upon by that voting group as provided in section6 of this chapter.
(b) If the articles of incorporation or this article provide for votingby two (2) or more voting groups on a matter, action on that matteris taken only when voted upon by each of those voting groupscounted separately as provided in section 6 of this chapter. A mattermay be voted on by one (1) voting group even though no vote istaken by another voting group entitled to vote on the matter.
As added by P.L.149-1986, SEC.14.
IC 23-1-30-8
Special voting requirements in articles of incorporation
Sec. 8. The articles of incorporation may provide for a greaterquorum or voting requirement for shareholders (or voting groups ofshareholders) than is provided for by this article.As added by P.L.149-1986, SEC.14.
IC 23-1-30-9
Election of directors; cumulative voting
Sec. 9. (a) Unless otherwise provided in the articles ofincorporation, directors are elected by a plurality of the votes cast bythe shares entitled to vote in the election at a meeting at which aquorum is present.
(b) Shareholders do not have a right to cumulate their votes fordirectors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that "(all)(a designated voting group of) shareholders are entitled to cumulatetheir votes for directors" (or words of similar import) means that theshareholders designated are entitled to multiply the number of votesthey are entitled to cast by the number of directors for whom they areentitled to vote and cast the product for a single candidate ordistribute the product among two (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not bevoted cumulatively at a particular meeting unless:
(1) the meeting notice or proxy statement accompanying thenotice states conspicuously that cumulative voting isauthorized; or
(2) a shareholder who has the right to cumulate theshareholder's votes gives notice to the corporation not less thanforty-eight (48) hours before the time set for the meeting of theshareholder's intent to cumulate the shareholder's votes duringthe meeting, and if one (1) shareholder gives this notice, allother shareholders in the same voting group participating in theelection are entitled to cumulate their votes without givingfurther notice.
As added by P.L.149-1986, SEC.14.