CHAPTER 10. MEETINGS AND ACTION WITHOUT MEETINGS

IC 23-17-10
    Chapter 10. Meetings and Action Without Meetings

IC 23-17-10-1
Annual and regular membership meetings
    Sec. 1. (a) A corporation with members must hold a membershipmeeting annually at a time stated in or fixed in accordance with thebylaws.
    (b) A corporation with members may hold regular membershipmeetings at the times stated in or fixed in accordance with thebylaws.
    (c) Annual and regular membership meetings may be held insideof or outside of Indiana at the place stated in or fixed in accordancewith the bylaws. If a place is not stated in or fixed in accordance withthe bylaws, annual and regular meetings shall be held at thecorporation's principal office.
    (d) At the annual meeting:
        (1) the president and chief financial officer or the president'sand the chief financial officer's designees shall report on theactivities and financial condition of the corporation; and
        (2) the members shall consider and act upon other matters asmay be raised consistent with the notice requirements of section5 of this chapter and IC 23-17-11-4(b).
    (e) At regular meetings the members shall consider and act uponmatters as may be raised consistent with the notice requirements ofsection 5 of this chapter and IC 23-17-11-4(b).
    (f) The failure to hold an annual or a regular meeting at a timestated in or fixed in accordance with a corporation's bylaws does notdo any of the following:
        (1) Affect the validity of any corporate action.
        (2) Work any forfeiture or dissolution of the corporation.
    (g) If provided in the articles of incorporation or bylaws, amember of a corporation may participate in an annual or a regularmeeting of the members by or through the use of any means ofcommunication by which all members participating maysimultaneously hear each other during the meeting. A member of acorporation participating in a meeting by this means is considered tobe present in person at the meeting.
As added by P.L.179-1991, SEC.1.

IC 23-17-10-2
Special meetings
    Sec. 2. (a) A corporation with members must hold a specialmeeting of members as follows:
        (1) On call of the corporation's president or board of directorsor other person, including a member or an officer, specificallyauthorized to do so by the articles of incorporation or bylaws.
        (2) Except as provided in the articles of incorporation or bylawsof a religious corporation, if the holders of at least ten percent(10%) of all the votes entitled to be cast on an issue proposed

to be considered at the proposed special meeting sign, date, anddeliver to the corporation's secretary at least one (1) writtendemand for the meeting describing the purpose for which themeeting is to be held.
    (b) Unless otherwise provided under section 7 of this chapter, theclose of business on the thirtieth day before delivery of the demandfor a special meeting to a corporate officer is the record date for thepurpose of determining if the ten percent (10%) requirement ofsubsection (a) has been met.
    (c) If a notice for a special meeting demanded under subsection(a)(2) is not given under section 5 of this chapter within thirty (30)days after the date the written demand is delivered to thecorporation's secretary, regardless of the requirements of subsection(d), a person signing the demand may do the following:
        (1) Set the time and place of the meeting.
        (2) Give notice under section 5 of this chapter.
    (d) A special meeting of members may be held inside or outsideof Indiana at the place stated in or fixed in accordance with thebylaws. If a place is not stated or fixed in accordance with thebylaws, a special meeting shall be held at the corporation's principaloffice.
    (e) Only those matters that are within the purposes described inthe meeting notice required under section 5 of this chapter may beconducted at a special meeting of members.
    (f) If the articles of incorporation or bylaws provide, a member ofa corporation may participate in a special meeting of the members byor through the use of any means of communication by which allmembers participating may simultaneously hear each other duringthe meeting. A member participating in a meeting by this means isconsidered to be present in person at the meeting.
As added by P.L.179-1991, SEC.1.

IC 23-17-10-3
Court ordered meetings
    Sec. 3. (a) The circuit court or superior court of the county wherea corporation's principal office is located or, if no principal office islocated in Indiana, the corporation's registered office, may order ameeting to be held and may fix the time and place of the meeting thatshall be conducted in accordance with the corporation's articles ofincorporation and bylaws as follows:
        (1) On application of a member or other person entitled toparticipate in an annual or a regular meeting if an annualmeeting was not held within the earlier of the following:
            (A) Six (6) months after the end of the corporation's fiscalyear.
            (B) Fifteen (15) months after the corporation's last annualmeeting.
        (2) On application of a member or other person entitled toparticipate in a regular meeting if a regular meeting is not heldwithin forty (40) days after the date it was required to be held.        (3) On application of a member who signed a demand for aspecial meeting valid under section 2 of this chapter, a personentitled to call a special meeting 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.179-1991, SEC.1.

IC 23-17-10-4
Action taken without meeting; approval of action by membersholding 80 percent of votes entitled to be cast
    Sec. 4. (a) Unless limited or prohibited by the articles ofincorporation or bylaws, action required or permitted by this articleto be approved by the members may be taken without a meeting ofmembers if the action is approved by members holding at least eightypercent (80%) of the votes entitled to be cast on the action. Theaction must be evidenced by at least one (1) written consentdescribing the action taken that meets the following conditions:
        (1) Is signed by the members representing at least eightypercent (80%) of the votes entitled to be cast on the action.
        (2) Is delivered to the corporation for inclusion in the minutesor filing with the corporation's records.
Requests for written consents must be delivered to all members.
    (b) If not otherwise determined under section 3 or 7 of thischapter, the record date for determining members entitled to takeaction without a meeting is the date the first member signs theconsent under subsection (a).
    (c) A consent signed under this section:
        (1) has the effect of a meeting vote; and
        (2) may be described as such in any document.
    (d) Action taken under this section is effective when the lastmember necessary to meet the eighty percent (80%) requirementsigns the consent unless a prior or subsequent effective date isspecified in the consent.
As added by P.L.179-1991, SEC.1.

IC 23-17-10-5
Notice of meetings
    Sec. 5. (a) A corporation shall give notice of meetings of membersin a fair and reasonable manner.
    (b) A notice that conforms to the requirements of subsection (c)is fair and reasonable. However, other means of giving notice mayalso be fair and reasonable when all the circumstances are consideredif notice of matters referred to in subsection (c)(2) is given asprovided in subsection (c).
    (c) Unless fair and reasonable notice is otherwise specified in acorporation's bylaws, notice is fair and reasonable if the followingoccur:        (1) The corporation notifies the corporation's members of theplace, date, and time of each annual, regular, and specialmeeting of members not less than ten (10) days, or, if notice ismailed by other than first class or registered mail, thirty (30)days to sixty (60) days, before the meeting date.
        (2) Notice of an annual or a regular meeting includes adescription of any matter or matters to be considered at themeeting that must be approved by the members underIC 23-17-13-2.5, IC 23-17-16-13, IC 23-17-17-5, IC 23-17-19-4,IC 23-17-20-2, or IC 23-17-22-2.
        (3) Notice of a special meeting includes a description of thepurpose for which the meeting is called.
        (4) A corporation provides notice by:
            (A) communicating in person;
            (B) mail or other method of delivery; or
            (C) other electronic means capable of verification.
        (5) For a corporation, other than a veteran's organization,having more than one thousand (1,000) members, notice of theplace, date, and time of an annual, a regular, or a specialmeeting, and in the case of a special meeting, the purpose of thespecial meeting, may be given by one (1) publication in anewspaper of general circulation, printed in English, in thecounty in which the corporation has the corporation's principaloffice if the publication is made not less than ten (10) days andnot more than thirty (30) days before the meeting date.
    (d) Unless the bylaws require otherwise, if an annual, a regular,or a special meeting of members is adjourned to a different date,time, or place, notice is not required to be given of the new date,time, or place if the new date, time, or place is announced at themeeting before adjournment. If a new record date for the adjournedmeeting is or must be fixed under section 7 of this chapter, however,notice of the adjourned meeting must be given under this section topersons who are members as of the new record date.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008,SEC.4.

IC 23-17-10-6
Waiver of notice
    Sec. 6. (a) A member may waive a notice required by this article,articles of incorporation, or bylaws before or after the date and timestated in the notice. The waiver by the member entitled to the noticemust be as follows:
        (1) In writing.
        (2) Signed by the member entitled to the notice.
        (3) Delivered to the corporation for inclusion in the minutes orfiling with the corporation's records.
    (b) A member's attendance at a meeting:
        (1) waives objection to lack of notice or defective notice of themeeting, unless the member at the beginning of the meetingobjects to holding the meeting or transacting business at the

meeting; and
        (2) waives objection to consideration of a particular matter atthe meeting that is not within the purpose described in themeeting notice, unless the member objects to considering thematter when the matter is presented.
As added by P.L.179-1991, SEC.1.

IC 23-17-10-7
Record date
    Sec. 7. (a) Bylaws may fix or provide the manner of fixing therecord date to determine the members entitled to notice of amembers' meeting, to demand a special meeting, to vote, or to takeany other action. If the bylaws do not fix or provide for fixing arecord date, the board of directors may fix a future date as a recorddate. If a record date is not fixed, the record date is determined asfollows:
        (1) If members are entitled to notice of a members' meeting, therecord date is the business day preceding the date on whichnotice is given, or if notice is waived, at the close of business onthe business day preceding the day on which the meeting isheld.
        (2) If members are entitled to vote at a members' meeting, therecord date is the date of the meeting.
        (3) If members are entitled to exercise any rights in respect ofany other lawful action, the record date is the day on which theboard of directors adopts the resolution relating the action orthe sixtieth day before the date of other action, whichever islater.
    (b) A record date fixed under this section may not be more thanseventy (70) days before the meeting or action requiring adetermination of members occurs.
    (c) A determination of members entitled to notice of or to vote ata membership meeting is effective for any adjournment of themeeting unless the board of directors fixes a new date fordetermining the right to notice or the right to vote. A board ofdirectors must fix the new date if the meeting is adjourned to a datemore than seventy (70) days after the record date for determiningmembers entitled to notice of the original meeting.
    (d) If a court orders a meeting adjourned to a date more than onehundred twenty (120) days after the date fixed for the originalmeeting, the court may:
        (1) provide that the original record date for notice or votingcontinues in effect; or
        (2) fix a new record date for notice or voting.
As added by P.L.179-1991, SEC.1.

IC 23-17-10-8
Action taken without meeting; delivery of written ballots tomembers entitled to vote on matter
    Sec. 8. (a) Unless prohibited or limited by articles of

incorporation or bylaws, an action that may be taken at an annual, aregular, or a special meeting of members may be taken without ameeting if the corporation delivers a written ballot to every memberentitled to vote on the matter.
    (b) A written ballot must do the following:
        (1) Set forth each proposed action.
        (2) Provide an opportunity to vote for or against each proposedaction.
    (c) Approval by written ballot under this section is valid onlywhen the following occur:
        (1) The number of votes cast by ballot equals or exceeds thequorum required to be present at a meeting authorizing theaction.
        (2) The number of approvals equals or exceeds the number ofvotes that would be required to approve the matter at a meetingat which the total number of votes cast was the same as thenumber of votes cast by ballot.
    (d) A solicitation for votes by written ballot must do thefollowing:
        (1) Indicate the number of responses needed to meet the quorumrequirements.
        (2) State the percentage of approvals necessary to approve eachmatter other than the election of directors.
        (3) Specify the time by which a ballot must be received by thecorporation to be counted.
    (e) Except as otherwise provided in articles of incorporation orbylaws, a written ballot may not be revoked.
As added by P.L.179-1991, SEC.1.