IC 23-17-11-1 List of members entitled to notice of meeting; inspection; validity
of action not affected by unavailability of list; limitation on
inspection imposed by religious and public benefit corporations
Sec. 1. (a) After fixing a record date for a notice of a meeting, a
corporation shall prepare a list of the names of the corporation's
members who are entitled to notice of a members' meeting. The list
must show the address and number of votes each member is entitled
to vote at the meeting. The corporation shall prepare on a current
basis through the time of the membership meeting a list of members,
if any, who are entitled to vote at the meeting, but not entitled to
notice of the meeting. This list shall be prepared on the same basis
and be part of the list of members.
(b) The list of members must be available for inspection by a
member for the purpose of communication with other members
concerning the meeting, beginning five (5) business days before the
date of the meeting for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be
held. 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 regular
business hours and at the member's expense, during the period the
list is available for inspection.
(c) The corporation shall make the list of members available at the
meeting, and a member, the member's agent, or an attorney
authorized in writing may inspect the list at any time during the
meeting or an adjournment.
(d) If the corporation refuses to allow a member, the member's
agent, or an attorney authorized in writing to inspect or copy the list
of members during the period specified in subsection (b), the circuit
court or superior court of the county where a corporation's principal
office, or, if no principal office is located in Indiana, the
corporation's registered office, is located, on application of the
member, may order the inspection or copying.
(e) Refusal or failure to prepare or make available the list of
members does not affect the validity of an action taken at the
meeting.
(f) The use and distribution of information acquired from
inspection or copying the list of members under the rights granted by
this 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 religious
corporation may limit or abolish the rights of a member under this
section 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 an
attorney authorized in writing to inspect or copy the membership list
if the corporation provides a reasonable means to mail
communications concerning the corporation to other members
through the corporation at the expense of the member making the
request. As added by P.L.179-1991, SEC.1.
IC 23-17-11-2 Refusal to provide names or identifying information relating to
contributors
Sec. 2. Notwithstanding the requirements of this article, a
corporation may refuse to provide names or identifying information
relating 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 in
names of two or more persons
Sec. 3. (a) Unless articles of incorporation or bylaws provide
otherwise, a member is entitled to one (1) vote on each matter voted
on 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 the
following effect:
(1) If one (1) person votes, the vote binds all persons.
(2) If more than one (1) person votes, the vote shall be divided
on 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 not
described in notice for regular or annual meeting; votes considered
present for quorum purposes
Sec. 4. (a) Unless this article, articles of incorporation, or bylaws
provide for a higher or lower quorum, ten percent (10%) of the votes
entitled to be cast on a matter constitutes a quorum for action on that
matter.
(b) An amendment of articles of incorporation or bylaws to
decrease the quorum for a member action may be approved by either
of the following:
(1) The members.
(2) Unless prohibited by articles of incorporation or bylaws, the
board of directors.
(c) An amendment of articles of incorporation or bylaws to
increase the quorum required for a member action must be approved
by the members.
(d) Unless at least one-third (1/3) of the voting power is present
in 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 are
described in the meeting notice.
(e) After a vote is represented for any purpose at a meeting, the
vote is considered present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new
record 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 the
election of directors is approved if the votes cast favoring the action
exceed the votes cast opposing the action unless this article, articles
of incorporation, or bylaws require a greater number of affirmative
votes.
(b) An amendment to articles of incorporation or bylaws to
increase, decrease, or otherwise change the vote required for a
member 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 in
person or by proxy.
(b) Unless articles of incorporation or bylaws prohibit or limit
proxy voting, a member may appoint a proxy to vote or otherwise act
for 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 the
secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven (11) months unless a shorter or
longer 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 proxy
does not affect the right of the corporation to accept the proxy's
authority unless notice of the death or incapacity is received by the
secretary or other officer or agent authorized to tabulate votes before
the proxy exercises the proxy's authority under the appointment.
(f) Subject to section 8 of this chapter and to any express
limitation on the proxy's authority appearing on the face of the
appointment form, a corporation may accept the proxy's vote or other
action 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 incorporation
or bylaws, directors are elected by a plurality of the votes cast by the
members entitled to vote in the election at a meeting at which a
quorum is present.
(b) Members may not cumulate votes for directors unless articles
of incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylaws
that states all or a designated class of members is "entitled to
cumulate their votes for directors" (or similar words) means that the
members designated may do the following:
(1) Multiply the number of votes the members are entitled to
cast by the number of directors for whom the members are
entitled to vote.
(2) Cast the product for a single candidate or distribute the
product among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meeting
unless either of the following occur:
(1) The meeting notice or statement accompanying the notice
states conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votes
gives notice at least forty-eight (48) hours before the time set
for the meeting of the member's intent to cumulate the members'
votes during the meeting, and if one (1) member gives this
notice, all other members of the same class participating in the
election are entitled to cumulate the members' votes without
giving further notice.
(e) A director elected by cumulative voting may be removed by
the members without cause if the requirements of IC 23-17-12-8 are
met unless the following occur:
(1) The votes cast against removal, or not consenting in writing
to the removal, would be sufficient to elect the director if voted
cumulatively at an election at which the same total number of
votes were cast or, if the action is taken by written ballot, all
memberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of the
director's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors and
members 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 of
incorporation or bylaws for election of directors by members or
delegates:
(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 corporate
action
Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a member, the corporation,
if acting in good faith, may accept the vote, consent, waiver, or proxy
appointment and give the vote, consent, waiver, or proxy
appointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of the member, the
corporation, if acting in good faith, may accept the vote, consent,
waiver, or proxy appointment and give the vote, consent, waiver, or
proxy appointment effect as the act of the member if the following
conditions exist:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign
for 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 cotenants
or fiduciaries and the name signed purports to be the name of at
least one (1) of the coholders and the person signing appears to
be acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the following
conditions exist:
(A) The name signed purports to be that of an administrator,
an executor, a guardian, or a conservator representing the
member and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment.
(B) The name signed purports to be that of a receiver or
trustee in bankruptcy of the member and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment.
(c) The corporation may reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt
about any of the following:
(1) The validity of the signature on the vote, consent, waiver, or
proxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in
accordance with the standards of this section are not liable in
damages to the member for the consequences of the acceptance or
rejection.
(e) A corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise. As added by P.L.179-1991, SEC.1.
IC 23-17-11-1 List of members entitled to notice of meeting; inspection; validity
of action not affected by unavailability of list; limitation on
inspection imposed by religious and public benefit corporations
Sec. 1. (a) After fixing a record date for a notice of a meeting, a
corporation shall prepare a list of the names of the corporation's
members who are entitled to notice of a members' meeting. The list
must show the address and number of votes each member is entitled
to vote at the meeting. The corporation shall prepare on a current
basis through the time of the membership meeting a list of members,
if any, who are entitled to vote at the meeting, but not entitled to
notice of the meeting. This list shall be prepared on the same basis
and be part of the list of members.
(b) The list of members must be available for inspection by a
member for the purpose of communication with other members
concerning the meeting, beginning five (5) business days before the
date of the meeting for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be
held. 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 regular
business hours and at the member's expense, during the period the
list is available for inspection.
(c) The corporation shall make the list of members available at the
meeting, and a member, the member's agent, or an attorney
authorized in writing may inspect the list at any time during the
meeting or an adjournment.
(d) If the corporation refuses to allow a member, the member's
agent, or an attorney authorized in writing to inspect or copy the list
of members during the period specified in subsection (b), the circuit
court or superior court of the county where a corporation's principal
office, or, if no principal office is located in Indiana, the
corporation's registered office, is located, on application of the
member, may order the inspection or copying.
(e) Refusal or failure to prepare or make available the list of
members does not affect the validity of an action taken at the
meeting.
(f) The use and distribution of information acquired from
inspection or copying the list of members under the rights granted by
this 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 religious
corporation may limit or abolish the rights of a member under this
section 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 an
attorney authorized in writing to inspect or copy the membership list
if the corporation provides a reasonable means to mail
communications concerning the corporation to other members
through the corporation at the expense of the member making the
request. As added by P.L.179-1991, SEC.1.
IC 23-17-11-2 Refusal to provide names or identifying information relating to
contributors
Sec. 2. Notwithstanding the requirements of this article, a
corporation may refuse to provide names or identifying information
relating 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 in
names of two or more persons
Sec. 3. (a) Unless articles of incorporation or bylaws provide
otherwise, a member is entitled to one (1) vote on each matter voted
on 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 the
following effect:
(1) If one (1) person votes, the vote binds all persons.
(2) If more than one (1) person votes, the vote shall be divided
on 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 not
described in notice for regular or annual meeting; votes considered
present for quorum purposes
Sec. 4. (a) Unless this article, articles of incorporation, or bylaws
provide for a higher or lower quorum, ten percent (10%) of the votes
entitled to be cast on a matter constitutes a quorum for action on that
matter.
(b) An amendment of articles of incorporation or bylaws to
decrease the quorum for a member action may be approved by either
of the following:
(1) The members.
(2) Unless prohibited by articles of incorporation or bylaws, the
board of directors.
(c) An amendment of articles of incorporation or bylaws to
increase the quorum required for a member action must be approved
by the members.
(d) Unless at least one-third (1/3) of the voting power is present
in 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 are
described in the meeting notice.
(e) After a vote is represented for any purpose at a meeting, the
vote is considered present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new
record 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 the
election of directors is approved if the votes cast favoring the action
exceed the votes cast opposing the action unless this article, articles
of incorporation, or bylaws require a greater number of affirmative
votes.
(b) An amendment to articles of incorporation or bylaws to
increase, decrease, or otherwise change the vote required for a
member 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 in
person or by proxy.
(b) Unless articles of incorporation or bylaws prohibit or limit
proxy voting, a member may appoint a proxy to vote or otherwise act
for 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 the
secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven (11) months unless a shorter or
longer 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 proxy
does not affect the right of the corporation to accept the proxy's
authority unless notice of the death or incapacity is received by the
secretary or other officer or agent authorized to tabulate votes before
the proxy exercises the proxy's authority under the appointment.
(f) Subject to section 8 of this chapter and to any express
limitation on the proxy's authority appearing on the face of the
appointment form, a corporation may accept the proxy's vote or other
action 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 incorporation
or bylaws, directors are elected by a plurality of the votes cast by the
members entitled to vote in the election at a meeting at which a
quorum is present.
(b) Members may not cumulate votes for directors unless articles
of incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylaws
that states all or a designated class of members is "entitled to
cumulate their votes for directors" (or similar words) means that the
members designated may do the following:
(1) Multiply the number of votes the members are entitled to
cast by the number of directors for whom the members are
entitled to vote.
(2) Cast the product for a single candidate or distribute the
product among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meeting
unless either of the following occur:
(1) The meeting notice or statement accompanying the notice
states conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votes
gives notice at least forty-eight (48) hours before the time set
for the meeting of the member's intent to cumulate the members'
votes during the meeting, and if one (1) member gives this
notice, all other members of the same class participating in the
election are entitled to cumulate the members' votes without
giving further notice.
(e) A director elected by cumulative voting may be removed by
the members without cause if the requirements of IC 23-17-12-8 are
met unless the following occur:
(1) The votes cast against removal, or not consenting in writing
to the removal, would be sufficient to elect the director if voted
cumulatively at an election at which the same total number of
votes were cast or, if the action is taken by written ballot, all
memberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of the
director's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors and
members 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 of
incorporation or bylaws for election of directors by members or
delegates:
(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 corporate
action
Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a member, the corporation,
if acting in good faith, may accept the vote, consent, waiver, or proxy
appointment and give the vote, consent, waiver, or proxy
appointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of the member, the
corporation, if acting in good faith, may accept the vote, consent,
waiver, or proxy appointment and give the vote, consent, waiver, or
proxy appointment effect as the act of the member if the following
conditions exist:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign
for 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 cotenants
or fiduciaries and the name signed purports to be the name of at
least one (1) of the coholders and the person signing appears to
be acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the following
conditions exist:
(A) The name signed purports to be that of an administrator,
an executor, a guardian, or a conservator representing the
member and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment.
(B) The name signed purports to be that of a receiver or
trustee in bankruptcy of the member and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment.
(c) The corporation may reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt
about any of the following:
(1) The validity of the signature on the vote, consent, waiver, or
proxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in
accordance with the standards of this section are not liable in
damages to the member for the consequences of the acceptance or
rejection.
(e) A corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise. As added by P.L.179-1991, SEC.1.
IC 23-17-11-1 List of members entitled to notice of meeting; inspection; validity
of action not affected by unavailability of list; limitation on
inspection imposed by religious and public benefit corporations
Sec. 1. (a) After fixing a record date for a notice of a meeting, a
corporation shall prepare a list of the names of the corporation's
members who are entitled to notice of a members' meeting. The list
must show the address and number of votes each member is entitled
to vote at the meeting. The corporation shall prepare on a current
basis through the time of the membership meeting a list of members,
if any, who are entitled to vote at the meeting, but not entitled to
notice of the meeting. This list shall be prepared on the same basis
and be part of the list of members.
(b) The list of members must be available for inspection by a
member for the purpose of communication with other members
concerning the meeting, beginning five (5) business days before the
date of the meeting for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be
held. 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 regular
business hours and at the member's expense, during the period the
list is available for inspection.
(c) The corporation shall make the list of members available at the
meeting, and a member, the member's agent, or an attorney
authorized in writing may inspect the list at any time during the
meeting or an adjournment.
(d) If the corporation refuses to allow a member, the member's
agent, or an attorney authorized in writing to inspect or copy the list
of members during the period specified in subsection (b), the circuit
court or superior court of the county where a corporation's principal
office, or, if no principal office is located in Indiana, the
corporation's registered office, is located, on application of the
member, may order the inspection or copying.
(e) Refusal or failure to prepare or make available the list of
members does not affect the validity of an action taken at the
meeting.
(f) The use and distribution of information acquired from
inspection or copying the list of members under the rights granted by
this 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 religious
corporation may limit or abolish the rights of a member under this
section 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 an
attorney authorized in writing to inspect or copy the membership list
if the corporation provides a reasonable means to mail
communications concerning the corporation to other members
through the corporation at the expense of the member making the
request. As added by P.L.179-1991, SEC.1.
IC 23-17-11-2 Refusal to provide names or identifying information relating to
contributors
Sec. 2. Notwithstanding the requirements of this article, a
corporation may refuse to provide names or identifying information
relating 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 in
names of two or more persons
Sec. 3. (a) Unless articles of incorporation or bylaws provide
otherwise, a member is entitled to one (1) vote on each matter voted
on 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 the
following effect:
(1) If one (1) person votes, the vote binds all persons.
(2) If more than one (1) person votes, the vote shall be divided
on 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 not
described in notice for regular or annual meeting; votes considered
present for quorum purposes
Sec. 4. (a) Unless this article, articles of incorporation, or bylaws
provide for a higher or lower quorum, ten percent (10%) of the votes
entitled to be cast on a matter constitutes a quorum for action on that
matter.
(b) An amendment of articles of incorporation or bylaws to
decrease the quorum for a member action may be approved by either
of the following:
(1) The members.
(2) Unless prohibited by articles of incorporation or bylaws, the
board of directors.
(c) An amendment of articles of incorporation or bylaws to
increase the quorum required for a member action must be approved
by the members.
(d) Unless at least one-third (1/3) of the voting power is present
in 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 are
described in the meeting notice.
(e) After a vote is represented for any purpose at a meeting, the
vote is considered present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new
record 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 the
election of directors is approved if the votes cast favoring the action
exceed the votes cast opposing the action unless this article, articles
of incorporation, or bylaws require a greater number of affirmative
votes.
(b) An amendment to articles of incorporation or bylaws to
increase, decrease, or otherwise change the vote required for a
member 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 in
person or by proxy.
(b) Unless articles of incorporation or bylaws prohibit or limit
proxy voting, a member may appoint a proxy to vote or otherwise act
for 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 the
secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven (11) months unless a shorter or
longer 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 proxy
does not affect the right of the corporation to accept the proxy's
authority unless notice of the death or incapacity is received by the
secretary or other officer or agent authorized to tabulate votes before
the proxy exercises the proxy's authority under the appointment.
(f) Subject to section 8 of this chapter and to any express
limitation on the proxy's authority appearing on the face of the
appointment form, a corporation may accept the proxy's vote or other
action 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 incorporation
or bylaws, directors are elected by a plurality of the votes cast by the
members entitled to vote in the election at a meeting at which a
quorum is present.
(b) Members may not cumulate votes for directors unless articles
of incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylaws
that states all or a designated class of members is "entitled to
cumulate their votes for directors" (or similar words) means that the
members designated may do the following:
(1) Multiply the number of votes the members are entitled to
cast by the number of directors for whom the members are
entitled to vote.
(2) Cast the product for a single candidate or distribute the
product among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meeting
unless either of the following occur:
(1) The meeting notice or statement accompanying the notice
states conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votes
gives notice at least forty-eight (48) hours before the time set
for the meeting of the member's intent to cumulate the members'
votes during the meeting, and if one (1) member gives this
notice, all other members of the same class participating in the
election are entitled to cumulate the members' votes without
giving further notice.
(e) A director elected by cumulative voting may be removed by
the members without cause if the requirements of IC 23-17-12-8 are
met unless the following occur:
(1) The votes cast against removal, or not consenting in writing
to the removal, would be sufficient to elect the director if voted
cumulatively at an election at which the same total number of
votes were cast or, if the action is taken by written ballot, all
memberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of the
director's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors and
members 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 of
incorporation or bylaws for election of directors by members or
delegates:
(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 corporate
action
Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a member, the corporation,
if acting in good faith, may accept the vote, consent, waiver, or proxy
appointment and give the vote, consent, waiver, or proxy
appointment effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of the member, the
corporation, if acting in good faith, may accept the vote, consent,
waiver, or proxy appointment and give the vote, consent, waiver, or
proxy appointment effect as the act of the member if the following
conditions exist:
(1) The member is an entity and the name signed purports to be
that of an officer or agent of the entity.
(2) The name signed purports to be that of an attorney-in-fact of
the member and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign
for 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 cotenants
or fiduciaries and the name signed purports to be the name of at
least one (1) of the coholders and the person signing appears to
be acting on behalf of all the coholders.
(4) In the case of a mutual benefit corporation the following
conditions exist:
(A) The name signed purports to be that of an administrator,
an executor, a guardian, or a conservator representing the
member and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment.
(B) The name signed purports to be that of a receiver or
trustee in bankruptcy of the member and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment.
(c) The corporation may reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt
about any of the following:
(1) The validity of the signature on the vote, consent, waiver, or
proxy appointment.
(2) The signatory's authority to sign for the member.
(d) A corporation and a corporation's officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in
accordance with the standards of this section are not liable in
damages to the member for the consequences of the acceptance or
rejection.
(e) A corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise. As added by P.L.179-1991, SEC.1.
