CHAPTER 39. AMENDMENT OF BYLAWS
IC 23-1-39
Chapter 39. Amendment of Bylaws
IC 23-1-39-1
Power of board of directors
Sec. 1. Unless the articles of incorporation or section 4 of thischapter provide otherwise, only a corporation's board of directorsmay amend or repeal the corporation's bylaws.
As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009,SEC.31.
IC 23-1-39-2
Bylaws fixing quorum or voting requirements; adoption oramendment by shareholders
Sec. 2. (a) If expressly authorized by the articles of incorporation,the shareholders may adopt or amend a bylaw that fixes a greaterquorum or voting requirement for shareholders (or voting groups ofshareholders) than is required by this article.
(b) A bylaw that fixes a greater quorum or voting requirement forshareholders under subsection (a) may not be adopted, amended, orrepealed by the board of directors.
As added by P.L.149-1986, SEC.23.
IC 23-1-39-3
Bylaw fixing greater than majority quorum or voting requirement;amendment or repeal
Sec. 3. (a) A bylaw that fixes a greater than majority quorum orvoting requirement for action by the board of directors may beamended or repealed:
(1) if originally adopted by the shareholders, only by theshareholders; or
(2) if originally adopted by the board of directors, only by theboard of directors.
(b) A bylaw adopted or amended by the shareholders that fixes agreater than majority quorum or voting requirement for action by theboard of directors may provide that it may be amended or repealedonly by a specified vote of either the shareholders or the board ofdirectors.
(c) Action by the board of directors under subsection (a)(2) toadopt or amend a bylaw that changes the quorum or votingrequirement for action by the board of directors must meet the samequorum requirement and be adopted by the same vote required totake action under the quorum and voting requirement then in effector proposed to be adopted, whichever is greater.
As added by P.L.149-1986, SEC.23. Amended by P.L.3-2008,SEC.164.
IC 23-1-39-4
Voting procedures
Sec. 4. (a) This section does not apply to any corporation that has
a class of voting shares registered with the Securities and ExchangeCommission under Section 12 of the Securities Exchange Act of1934.
(b) Unless the articles of incorporation specifically prohibit theadoption of a bylaw under this section, alter the vote specified inIC 23-1-30-9(a), or provide for cumulative voting, a corporation mayelect in the corporation's bylaws to be governed in the election ofdirectors as follows:
(1) Each vote entitled to be cast may be voted for or against upto that number of candidates that is equal to the number ofdirectors to be elected, or a shareholder may indicate anabstention, but without cumulating the votes.
(2) To be elected, a nominee must have received a plurality ofthe votes cast by holders of shares entitled to vote in theelection at a meeting at which a quorum is present. However, anominee who is elected but receives more votes against than forelection shall serve as a director for a term that ends on the datethat is the earlier of:
(A) ninety (90) days after the date on which the votingresults are determined; or
(B) the date on which an individual is selected by the boardof directors to fill the office held by the director, whichselection constitutes the filling of a vacancy by the board towhich IC 23-1-33-9 applies.
Subject to subdivision (3), a nominee who is elected butreceives more votes against than for election shall not serve asa director beyond the ninety (90) day period described in clause(A).
(3) The board of directors may select a qualified individual tofill the office held by a director who received more votesagainst than for election.
(c) Subsection (b) does not apply to an election of directors by avoting group if:
(1) at the expiration of the time fixed under a provisionrequiring advance notification of director candidates; or
(2) absent a provision described in subdivision (1), at a timefixed by the board of directors that is not more than fourteen(14) days before notice is given of the meeting at which theelection is to occur;
there are more candidates for election by the voting group than thenumber of directors to be elected, one (1) or more of whom areproperly proposed by shareholders. An individual is not considereda candidate for purposes of this subsection if the board of directorsdetermines before the notice of meeting is given that the individual'scandidacy does not create a bona fide election contest.
(d) A bylaw under which a corporation elects to be governed bythis section may be repealed:
(1) if originally adopted by the shareholders, only by theshareholders, unless the bylaw otherwise provides; or
(2) if adopted by the board of directors, by the board of
directors.
As added by P.L.133-2009, SEC.32.