CHAPTER 15. MEETINGS AND ACTION OF BOARD OF DIRECTORS
IC 23-17-15
Chapter 15. Meetings and Action of Board of Directors
IC 23-17-15-1
Regular and special meetings; location of meetings; means ofparticipation in meeting
Sec. 1. (a) If the time and place of a directors' meeting is fixed by:
(1) bylaws; or
(2) the board of directors;
the meeting is a regular meeting. All other meetings are specialmeetings.
(b) The board of directors may hold regular or special meetingsinside or outside of Indiana.
(c) Unless articles of incorporation or bylaws provide otherwise,a board of directors may permit a director to:
(1) participate in a regular or special meeting by; or
(2) conduct the meeting through the use of;
any means of communication by which all directors participatingmay simultaneously hear each other during the meeting. A directorparticipating in a meeting by this means is considered to be presentin person at the meeting.
As added by P.L.179-1991, SEC.1.
IC 23-17-15-2
Action taken without meeting
Sec. 2. (a) Unless articles of incorporation or bylaws provideotherwise, action required or permitted by this article to be taken ata meeting of a board of directors may be taken without a meeting ifthe action is taken by all members of the board of directors. Theaction must be evidenced by at least one (1) written consent:
(1) describing the action taken;
(2) signed by each director; and
(3) included in the minutes or filed with the corporate recordsreflecting the action taken.
(b) Action taken under this section is effective when the lastdirector signs the consent, unless the consent specifies a prior orsubsequent effective date.
(c) A consent signed under this section has the effect of a meetingvote and may be described as such in any document.
As added by P.L.179-1991, SEC.1.
IC 23-17-15-3
Notice of meeting
Sec. 3. (a) Unless articles of incorporation or bylaws provideotherwise, regular meetings of a board of directors may be heldwithout notice of the date, time, place, or purpose of the meeting.
(b) Unless articles of incorporation or bylaws provide otherwise,special meetings of the board of directors must be preceded by noticeof at least two (2) days to each director of the date, time, and placeof the meeting. The notice is not required to describe the purpose of
the special meeting unless required by articles of incorporation orbylaws.
(c) Unless articles of incorporation or bylaws provide otherwise:
(1) the presiding officer of a board of directors;
(2) the president; or
(3) twenty percent (20%) of the directors then in office;
may call and give notice of a meeting of the board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993,SEC.10.
IC 23-17-15-4
Waiver of notice of meeting
Sec. 4. (a) A director may waive a notice required by this article,articles of incorporation, or bylaws. Except as provided bysubsection (b), the waiver must be:
(1) in writing;
(2) signed by the director entitled to the notice; and
(3) filed with the minutes or the 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 vote for or assent to action taken at themeeting.
As added by P.L.179-1991, SEC.1.
IC 23-17-15-5
Quorum; majority vote as act of board
Sec. 5. (a) Except as otherwise provided in this article, articles ofincorporation, or bylaws, a quorum of a board of directors consistsof a majority of the directors in office immediately before a meetingbegins. Articles of incorporation or bylaws may not authorize aquorum of fewer than the greater of the following:
(1) One-third (1/3) of the number of directors in office.
(2) Two (2) directors.
(b) If a quorum is present when a vote is taken, the affirmativevote of a majority of directors present when the act is taken is the actof the board of directors unless this article, articles of incorporation,or bylaws require the vote of a greater number of directors.
As added by P.L.179-1991, SEC.1.
IC 23-17-15-6
Committees
Sec. 6. (a) Unless this article, the articles of incorporation, orbylaws provide otherwise, a board of directors may create one (1) ormore committees that consist of one (1) or more members of theboard of directors.
(b) Unless otherwise provided under this article, the creation ofa committee and appointment of members to the committee must beapproved 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 articles of incorporationor bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter apply to committees of theboard of directors and the members of committees.
(d) To the extent specified by the board of directors or in articlesof incorporation or bylaws, a committee may exercise the authorityof the board of directors under IC 23-17-12-1.
(e) A committee may not do the following:
(1) Authorize distributions.
(2) Approve or recommend to members action required to beapproved by members under this article.
(3) Subject to subsection (g), fill vacancies on the board ofdirectors or on a committee.
(4) Adopt, amend, or repeal bylaws.
(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 under IC 23-17-13-1.
(g) The board of directors may appoint one (1) or more directorsas alternate members of a committee to replace an absent or adisqualified member during the member's absence or disqualification.Unless the articles of incorporation, bylaws, or the resolutioncreating the committee provides otherwise, in the event of theabsence or disqualification of a member of a committee, the memberspresent at a meeting and not disqualified from voting mayunanimously appoint another director to act in place of the absent ordisqualified member.
(h) A corporation may create or authorize the creation of one (1)or more advisory committees whose members need not be directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008,SEC.7.