CHAPTER 11. VOTING
IC 23-17-11
Chapter 11. Voting
IC 23-17-11-1
List of members entitled to notice of meeting; inspection; validityof action not affected by unavailability of list; limitation oninspection imposed by religious and public benefit corporations
Sec. 1. (a) After fixing a record date for a notice of a meeting, acorporation shall prepare a list of the names of the corporation'smembers who are entitled to notice of a members' meeting. The listmust show the address and number of votes each member is entitledto vote at the meeting. The corporation shall prepare on a currentbasis through the time of the membership meeting a list of members,if any, who are entitled to vote at the meeting, but not entitled tonotice of the meeting. This list shall be prepared on the same basisand be part of the list of members.
(b) The list of members must be available for inspection by amember for the purpose of communication with other membersconcerning the meeting, beginning five (5) business days before thedate of the meeting for which the list was prepared and continuingthrough the meeting, at the corporation's principal office or at a placeidentified in the meeting notice in the city where the meeting will beheld. Subject to IC 23-17-27-2(c) and IC 23-17-27-5:
(1) a member;
(2) a member's agent; or
(3) an attorney authorized in writing;
may, on written demand, inspect and copy the list, during regularbusiness hours and at the member's expense, during the period thelist is available for inspection.
(c) The corporation shall make the list of members available at themeeting, and a member, the member's agent, or an attorneyauthorized in writing may inspect the list at any time during themeeting or an adjournment.
(d) If the corporation refuses to allow a member, the member'sagent, or an attorney authorized in writing to inspect or copy the listof members during the period specified in subsection (b), the circuitcourt or superior court of the county where a corporation's principaloffice, or, if no principal office is located in Indiana, thecorporation's registered office, is located, on application of themember, may order the inspection or copying.
(e) Refusal or failure to prepare or make available the list ofmembers does not affect the validity of an action taken at themeeting.
(f) The use and distribution of information acquired frominspection or copying the list of members under the rights granted bythis section are subject to IC 23-17-27-2(c) and IC 23-17-27-5.
(g) The articles of incorporation or bylaws of a religiouscorporation may limit or abolish the rights of a member under thissection to inspect and copy the corporation's records.
(h) The articles of incorporation of a public benefit corporation
may limit or abolish the right of a member, the member's agent, or anattorney authorized in writing to inspect or copy the membership listif the corporation provides a reasonable means to mailcommunications concerning the corporation to other membersthrough the corporation at the expense of the member making therequest.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-2
Refusal to provide names or identifying information relating tocontributors
Sec. 2. Notwithstanding the requirements of this article, acorporation may refuse to provide names or identifying informationrelating to contributors.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-3
Member entitled to one vote; membership standing of record innames of two or more persons
Sec. 3. (a) Unless articles of incorporation or bylaws provideotherwise, a member is entitled to one (1) vote on each matter votedon by the members.
(b) Unless articles of incorporation or bylaws provide otherwise,if a membership stands of record in the names of at least two (2)persons, the acts of the persons with respect to voting have thefollowing effect:
(1) If one (1) person votes, the vote binds all persons.
(2) If more than one (1) person votes, the vote shall be dividedon a pro rata basis.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-4
Quorum; increasing or decreasing quorum; vote on matter notdescribed in notice for regular or annual meeting; votes consideredpresent for quorum purposes
Sec. 4. (a) Unless this article, articles of incorporation, or bylawsprovide for a higher or lower quorum, ten percent (10%) of the votesentitled to be cast on a matter constitutes a quorum for action on thatmatter.
(b) An amendment of articles of incorporation or bylaws todecrease the quorum for a member action may be approved by eitherof the following:
(1) The members.
(2) Unless prohibited by articles of incorporation or bylaws, theboard of directors.
(c) An amendment of articles of incorporation or bylaws toincrease the quorum required for a member action must be approvedby the members.
(d) Unless at least one-third (1/3) of the voting power is presentin person or by proxy, the only matters that may be voted upon at an
annual or a regular meeting of members are those matters that aredescribed in the meeting notice.
(e) After a vote is represented for any purpose at a meeting, thevote is considered present for quorum purposes for the remainder ofthe meeting and for any adjournment of that meeting unless a newrecord date is or must be set for that adjourned meeting.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-5
Voting; approval of actions
Sec. 5. (a) If a quorum exists, action on a matter other than theelection of directors is approved if the votes cast favoring the actionexceed the votes cast opposing the action unless this article, articlesof incorporation, or bylaws require a greater number of affirmativevotes.
(b) An amendment to articles of incorporation or bylaws toincrease, decrease, or otherwise change the vote required for amember action must be approved by the members.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-6
Vote by proxy
Sec. 6. (a) A member may vote the member's membership inperson or by proxy.
(b) Unless articles of incorporation or bylaws prohibit or limitproxy voting, a member may appoint a proxy to vote or otherwise actfor the member by signing an appointment form:
(1) personally; or
(2) by an attorney-in-fact.
(c) 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 orlonger period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the member.
(e) The death or incapacity of the member 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.
(f) Subject to section 8 of this chapter and to any expresslimitation on the proxy's authority appearing on the face of theappointment form, a corporation may accept the proxy's vote or otheraction as that of the member making the appointment.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-7
Election of directors; cumulative voting
Sec. 7. (a) Unless otherwise provided in articles of incorporationor bylaws, directors are elected by a plurality of the votes cast by themembers entitled to vote in the election at a meeting at which a
quorum is present.
(b) Members may not cumulate votes for directors unless articlesof incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylawsthat states all or a designated class of members is "entitled tocumulate their votes for directors" (or similar words) means that themembers designated may do the following:
(1) Multiply the number of votes the members are entitled tocast by the number of directors for whom the members areentitled to vote.
(2) Cast the product for a single candidate or distribute theproduct among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meetingunless either of the following occur:
(1) The meeting notice or statement accompanying the noticestates conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votesgives notice at least forty-eight (48) hours before the time setfor the meeting of the member's intent to cumulate the members'votes during the meeting, and if one (1) member gives thisnotice, all other members of the same class participating in theelection are entitled to cumulate the members' votes withoutgiving further notice.
(e) A director elected by cumulative voting may be removed bythe members without cause if the requirements of IC 23-17-12-8 aremet unless the following occur:
(1) The votes cast against removal, or not consenting in writingto the removal, would be sufficient to elect the director if votedcumulatively at an election at which the same total number ofvotes were cast or, if the action is taken by written ballot, allmemberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of thedirector's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors andmembers are identical.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-8
Election of directors; organizational unit, geographic unit,preferential voting, or other reasonable method
Sec. 8. A corporation may provide in the corporation's articles ofincorporation or bylaws for election of directors by members ordelegates:
(1) on the basis of a chapter or other organizational unit;
(2) by region or other geographic unit;
(3) by preferential voting; or
(4) by any other reasonable method.
As added by P.L.179-1991, SEC.1.
IC 23-17-11-9 Acceptance or rejection of votes; liability; validity of corporateaction
Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxyappointment corresponds to the name of a member, the corporation,if acting in good faith, may accept the vote, consent, waiver, or proxyappointment and give the vote, consent, waiver, or proxyappointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxyappointment does not correspond to the name of the member, thecorporation, if acting in good faith, may accept the vote, consent,waiver, or proxy appointment and give the vote, consent, waiver, orproxy appointment effect as the act of the member if the followingconditions exist:
(1) The member is an entity and the name signed purports to bethat of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact ofthe member and, if the corporation requests, evidenceacceptable to the corporation of the signatory's authority to signfor the member has been presented with respect to the vote,consent, waiver, or proxy appointment.
(3) At least two (2) persons hold the membership as cotenantsor fiduciaries and the name signed purports to be the name of atleast one (1) of the coholders and the person signing appears tobe acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the followingconditions exist:
(A) The name signed purports to be that of an administrator,an executor, a guardian, or a conservator representing themember and, if the corporation requests, evidence offiduciary status acceptable to the corporation has beenpresented with respect to the vote, consent, waiver, or proxyappointment.
(B) The name signed purports to be that of a receiver ortrustee in bankruptcy of the member and, if the corporationrequests, evidence of this status acceptable to thecorporation has been presented with respect to the vote,consent, waiver, or proxy appointment.
(c) The corporation may reject a vote, consent, waiver, or proxyappointment if the secretary or other officer or agent authorized totabulate votes, acting in good faith, has reasonable basis for doubtabout any of the following:
(1) The validity of the signature on the vote, consent, waiver, orproxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who acceptsor rejects a vote, consent, waiver, or proxy appointment inaccordance with the standards of this section are not liable indamages to the member for the consequences of the acceptance orrejection.
(e) A corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section isvalid unless a court of competent jurisdiction determines otherwise.
As added by P.L.179-1991, SEC.1.