CHAPTER 34. MEETINGS AND ACTION OF BOARD OF DIRECTORS

IC 23-1-34
    Chapter 34. Meetings and Action of Board of Directors

IC 23-1-34-1
Meetings; method of conducting
    Sec. 1. (a) The board of directors may hold regular or specialmeetings in or out of Indiana.
    (b) Unless the articles of incorporation or bylaws provideotherwise, the board of directors may permit any or all directors toparticipate in a regular or special meeting by, or conduct the meetingthrough the use of, any means of communication by which alldirectors participating may simultaneously hear each other during themeeting. A director participating in a meeting by this means isdeemed 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) Except to the extent that the articles of incorporationor bylaws require that action by the board of directors be taken at ameeting, action required or permitted by this article to be taken at aboard of directors' meeting may be taken without a meeting if theaction is taken by all members of the board. The action must be:
        (1) evidenced by one (1) or more written consents describingthe action taken;
        (2) signed by each director;
        (3) included in the minutes or filed with the corporate recordsreflecting the action taken; and
        (4) delivered to the secretary.
    (b) Action taken under this section is effective when the lastdirector signs the consent, unless:
        (1) the consent specifies a different prior or subsequenteffective date, in which case the consent is effective on thatdate; or
        (2) no effective date contemplated by subdivision (1) isdesignated and the action taken under this section is takenelectronically as contemplated by IC 26-2-8. If action is takenas contemplated by IC 26-2-8, the effective date is determinedin accordance with IC 26-2-8.
A director's consent may be withdrawn by a revocation signed by thedirector and delivered to the corporation before the delivery to thecorporation of unrevoked written consents signed by all the directors.
    (c) A consent signed under this section has the effect of a meetingvote and may be described as such in any document.
    (d) Action taken without a meeting is an organic action (asdefined in IC 26-2-8-102(15)).
As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009,SEC.26.

IC 23-1-34-3 Notice of meetings
    Sec. 3. (a) Unless the articles of incorporation or bylaws provideotherwise, regular meetings of the board of directors may be heldwithout notice of the date, time, place, or purpose of the meeting.
    (b) Unless the articles of incorporation or bylaws provide for alonger or shorter period, special meetings of the board of directorsmust be preceded by at least two (2) days notice of the date, time,and place of the meeting. The notice need not describe the purposeof the special meeting unless required by the articles of incorporationor 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 thisarticle, the articles of incorporation, or bylaws before or after thedate and time stated in the notice. Except as provided by subsection(b), the waiver must be in writing, signed by the director entitled tothe notice, and filed with the minutes or corporate records.
    (b) A director's attendance at or participation in a meeting waivesany required notice to the director of the meeting unless the directorat the beginning of the meeting (or promptly upon the director'sarrival) objects to holding the meeting or transacting business at themeeting and does not thereafter vote for or assent to action taken atthe 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 requirea greater number, a quorum of a board of directors consists of:
        (1) a majority of the fixed number of directors if the corporationhas a fixed board size; or
        (2) a majority of the number of directors prescribed, or if nonumber is prescribed, the number in office immediately beforethe meeting begins, if the corporation has a variable-range sizeboard.
    (b) The articles of incorporation or bylaws may authorize aquorum of a board of directors to consist of no fewer than one-third(1/3) of the fixed or prescribed number of directors determined undersubsection (a).
    (c) If a quorum is present when a vote is taken, the affirmativevote of a majority of directors present is the act of the board ofdirectors unless the articles of incorporation or bylaws provideotherwise.
    (d) A director who is present at a meeting of the board of directorsor a committee of the board of directors when corporate action istaken is deemed to have assented to the action taken unless:
        (1) the director objects at the beginning of the meeting (orpromptly 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 isentered in the minutes of the meeting; or
        (3) the director delivers written notice of the director's dissentor abstention to the presiding officer of the meeting before itsadjournment or to the secretary of the corporation immediatelyafter adjournment of the meeting. The right of dissent orabstention is not available to a director who votes in favor ofthe 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 provideotherwise, a board of directors may create one (1) or morecommittees and appoint members of the board of directors to serveon them. Each committee may have one (1) or more members, whoserve at the pleasure of the board of directors.
    (b) The creation of a committee and appointment of members toit must be approved by the greater of:
        (1) a majority of all the directors in office when the action istaken; or
        (2) the number of directors required by the articles ofincorporation or bylaws to take action under section 5 of thischapter.
    (c) Sections 1 through 5 of this chapter, which govern meetings,action without meetings, notice and waiver of notice, and quorumand voting requirements of the board of directors, apply tocommittees and their members as well.
    (d) To the extent specified by the board of directors or in thearticles of incorporation or bylaws, each committee may exercise theauthority 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 executiveofficer of the corporation designated by the board of directors)may authorize or approve a reacquisition of shares or otherdistribution if done according to a formula or method, or withina range, prescribed by the board of directors;
        (2) approve or propose to shareholders action that this articlerequires to be approved by shareholders;
        (3) fill vacancies on the board of directors or on any of itscommittees;
        (4) except to the extent permitted by subdivision (7), amendarticles of incorporation under IC 23-1-38-2;
        (5) adopt, amend, or repeal bylaws;
        (6) approve a plan of merger not requiring shareholderapproval; or
        (7) authorize or approve the issuance or sale or a contract forsale 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 anexecutive officer of the corporation designated by the board ofdirectors) to take the action described in this subdivision withinlimits prescribed by the board of directors.
    (f) The creation of, delegation of authority to, or action by acommittee does not alone constitute compliance by a director withthe 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.