IC 23-17-12-1 Necessity of having board of directors; exercise of corporate
powers; management of corporate business; delegation of powers
Sec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the
authority of; and
(2) the business and affairs of the corporation managed under
the direction of;
the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of
persons or the manner of designating a person or a group of persons
to exercise some or all of the powers that would otherwise be
exercised by a board of directors. To the extent authorized:
(1) the person or group of persons has the duties and
responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and
responsibilities; and
(3) the person or group of persons should be considered a
director or directors for purposes of IC 23-17-13 and
IC 23-17-16. As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
IC 23-17-12-2 Qualifications
Sec. 2. (a) A director must be an individual.
(b) Articles of incorporation or bylaws may prescribe
qualifications for directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-3 Number of directors; increase or decrease in number
Sec. 3. (a) A board of directors must consist of at least three (3)
individuals, with the number specified in or fixed in accordance with
articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased, but to
not less than three (3), by an amendment to or in a manner prescribed
in articles of incorporation or bylaws. As added by P.L.179-1991, SEC.1.
IC 23-17-12-4 Time and method of election
Sec. 4. (a) If a corporation has members, all the directors except
the initial directors shall be elected at the first annual meeting of
members and at each annual meeting after the first annual meeting,
unless articles of incorporation or bylaws provide:
(1) another time or method of election; or
(2) that some of the directors are designated or appointed by
another person.
(b) If a corporation does not have members, all the directors
except the initial directors shall be elected, designated, or appointed
as provided in articles of incorporation or bylaws. If a method of
election, designation, or appointment is not set forth in articles of
incorporation or bylaws, the directors other than the initial directors
shall be elected by the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-5 Term
Sec. 5. (a) Articles of incorporation or bylaws must specify the
terms of directors. Except for designated or appointed directors, the
term of a director may not exceed five (5) years. In the absence of a
term specified in articles of incorporation or bylaws, the term of a
director is one (1) year. Directors may be elected for successive
terms.
(b) Subject to sections 8 through 11 of this chapter, a decrease in
the number of directors or term of office does not shorten an
incumbent director's term.
(c) Except as provided in articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a
director elected by members expires at the next election of
directors by members; and
(2) the term of a director filling any other vacancy expires at the
end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director
continues to serve until:
(1) a successor is elected, designated, or appointed and
qualifies; or
(2) there is a decrease in the number of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-6 Staggered terms
Sec. 6. Articles of incorporation or bylaws may provide for
staggering the terms of directors by dividing the total number of
directors into groups. The terms of office of groups is not required
to be uniform. As added by P.L.179-1991, SEC.1.
IC 23-17-12-7 Resignation
Sec. 7. (a) A director may resign at any time by delivering written
notice to one (1) of the following:
(1) The board of directors.
(2) The presiding officer of the board of directors.
(3) The president or secretary of the corporation.
(b) A resignation is effective when the notice is effective under
IC 23-17-28 unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the board of directors
may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the
effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-8 Removal of director by vote of members
Sec. 8. (a) Members may remove a director elected by the
members with or without cause unless articles of incorporation
provide otherwise.
(b) Except when otherwise provided in the articles of
incorporation, if a director is elected by:
(1) a class, chapter, or other organizational unit; or
(2) region or other geographic grouping;
the director may be removed only by the members of the class,
chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may
be removed under subsection (a) or (b) only if the number of votes
cast to remove the director would be sufficient to elect the director
at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be
removed if:
(1) the number of votes; or
(2) the director was elected by a class, chapter, unit, or grouping
of members, the number of votes of the class, chapter, unit, or
grouping;
sufficient to elect the director under cumulative voting is voted
against the director's removal.
(e) A director elected by members may be removed by the
members only at a meeting called for the purpose of removing the
director. The meeting notice must state that the purpose of the
meeting is the removal of the director.
(f) In determining if a director is protected from removal under
subsection (b), (c), or (d), it is assumed that the votes against removal
are cast in an election for the number of directors of the class to
which the director to be removed belonged on the date of the
director's election.
(g) An entire board of directors may be removed under
subsections (a) through (e). As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
IC 23-17-12-9 Removal of director by vote of directors
Sec. 9. A director elected by the board of directors may be
removed with or without cause by the vote of a majority of the
directors then in office, unless a greater number is set forth in articles
of incorporation or bylaws.
However, a director elected by the board of directors to fill the
vacancy of a director elected by the members may be removed
without cause by the members but not by the board of directors. As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.118.
IC 23-17-12-10 Removal of director by vote of directors; reasons set forth in
articles of incorporation or in bylaws
Sec. 10. If at the beginning of a director's term on the board of
directors articles of incorporation or bylaws provide that the director
may be removed for reasons set forth in the articles of incorporation
or bylaws, the board of directors may remove the director for the
reasons. The director may be removed only if a majority of the
directors then in office votes for the removal. As added by P.L.179-1991, SEC.1.
IC 23-17-12-11 Religious corporations; removal of directors
Sec. 11. The articles of incorporation or bylaws of a religious
corporation may do the following:
(1) Limit the application of this section.
(2) Set forth the vote and procedures by which the board of
directors or a person may remove with or without cause a
director elected by the members or the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-12 Removal of designated or appointed directors
Sec. 12. (a) A designated director may be removed by an
amendment to articles of incorporation or bylaws deleting or
changing the designation.
(b) Except as provided in articles of incorporation or bylaws, an
appointed director may be removed with or without cause by the
person appointing the director. The person removing the director
must do so by giving written notice of the removal to the following:
(1) The director.
(2) The presiding officer of the board of directors or the
corporation's president or secretary.
A removal is effective when the notice is effective under this article
unless the notice specifies a future effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-13 Removal by court order
Sec. 13. (a) The circuit court or superior court of the county where
a corporation's principal office is located may remove a director of
the corporation from office in a proceeding commenced by the
corporation or at least ten percent (10%) of the members of a class
entitled to vote for directors, if the following conditions exist:
(1) The court finds that:
(A) the director engaged in:
(i) fraudulent or dishonest conduct; or
(ii) gross abuse of authority or discretion;
with respect to the corporation; or
(B) a final judgment has been entered finding that the
director has violated a duty under IC 23-17-13.
(2) Removal is in the best interests of the corporation.
(b) The court that removes a director may bar the director from
serving on the board of directors for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a), the
corporation shall be made a party defendant.
(d) The articles of incorporation or bylaws of a religious
corporation may limit or prohibit the application of this section. As added by P.L.179-1991, SEC.1.
IC 23-17-12-14 Filling vacancies
Sec. 14. (a) Unless the articles of incorporation or bylaws provide
otherwise and except as provided in subsections (b) and (c), if a
vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors, one (1) of the following
may occur:
(1) The members entitled to vote for directors, if any, may fill
the vacancy. If the vacant office was held by a director elected
by a class, chapter, other organizational unit, or by region or
other geographic grouping, only members of the class, chapter,
unit, or grouping are entitled to vote to fill the vacancy if it is
filled by the members.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a
quorum of the board of directors, the remaining directors may
fill the vacancy by the affirmative vote of a majority of the
directors remaining in office.
(b) Unless articles of incorporation or bylaws provide otherwise,
if a vacant office was held by an appointed director, only the person
who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the
vacancy must be filled as provided in articles of incorporation or
bylaws. In the absence of an applicable article of incorporation or
bylaw, the vacancy may not be filled by the board of directors.
(d) A vacancy that will occur at a specific later date because of a
resignation effective at a later date under section 7(b) of this chapter
or otherwise may be filled before the vacancy occurs. However, the
new director may not take office until the vacancy occurs. As added by P.L.179-1991, SEC.1.
IC 23-17-12-15 Compensation
Sec. 15. Unless articles of incorporation or bylaws provide
otherwise, a board of directors may fix the compensation of
IC 23-17-12-1 Necessity of having board of directors; exercise of corporate
powers; management of corporate business; delegation of powers
Sec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the
authority of; and
(2) the business and affairs of the corporation managed under
the direction of;
the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of
persons or the manner of designating a person or a group of persons
to exercise some or all of the powers that would otherwise be
exercised by a board of directors. To the extent authorized:
(1) the person or group of persons has the duties and
responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and
responsibilities; and
(3) the person or group of persons should be considered a
director or directors for purposes of IC 23-17-13 and
IC 23-17-16. As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
IC 23-17-12-2 Qualifications
Sec. 2. (a) A director must be an individual.
(b) Articles of incorporation or bylaws may prescribe
qualifications for directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-3 Number of directors; increase or decrease in number
Sec. 3. (a) A board of directors must consist of at least three (3)
individuals, with the number specified in or fixed in accordance with
articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased, but to
not less than three (3), by an amendment to or in a manner prescribed
in articles of incorporation or bylaws. As added by P.L.179-1991, SEC.1.
IC 23-17-12-4 Time and method of election
Sec. 4. (a) If a corporation has members, all the directors except
the initial directors shall be elected at the first annual meeting of
members and at each annual meeting after the first annual meeting,
unless articles of incorporation or bylaws provide:
(1) another time or method of election; or
(2) that some of the directors are designated or appointed by
another person.
(b) If a corporation does not have members, all the directors
except the initial directors shall be elected, designated, or appointed
as provided in articles of incorporation or bylaws. If a method of
election, designation, or appointment is not set forth in articles of
incorporation or bylaws, the directors other than the initial directors
shall be elected by the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-5 Term
Sec. 5. (a) Articles of incorporation or bylaws must specify the
terms of directors. Except for designated or appointed directors, the
term of a director may not exceed five (5) years. In the absence of a
term specified in articles of incorporation or bylaws, the term of a
director is one (1) year. Directors may be elected for successive
terms.
(b) Subject to sections 8 through 11 of this chapter, a decrease in
the number of directors or term of office does not shorten an
incumbent director's term.
(c) Except as provided in articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a
director elected by members expires at the next election of
directors by members; and
(2) the term of a director filling any other vacancy expires at the
end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director
continues to serve until:
(1) a successor is elected, designated, or appointed and
qualifies; or
(2) there is a decrease in the number of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-6 Staggered terms
Sec. 6. Articles of incorporation or bylaws may provide for
staggering the terms of directors by dividing the total number of
directors into groups. The terms of office of groups is not required
to be uniform. As added by P.L.179-1991, SEC.1.
IC 23-17-12-7 Resignation
Sec. 7. (a) A director may resign at any time by delivering written
notice to one (1) of the following:
(1) The board of directors.
(2) The presiding officer of the board of directors.
(3) The president or secretary of the corporation.
(b) A resignation is effective when the notice is effective under
IC 23-17-28 unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the board of directors
may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the
effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-8 Removal of director by vote of members
Sec. 8. (a) Members may remove a director elected by the
members with or without cause unless articles of incorporation
provide otherwise.
(b) Except when otherwise provided in the articles of
incorporation, if a director is elected by:
(1) a class, chapter, or other organizational unit; or
(2) region or other geographic grouping;
the director may be removed only by the members of the class,
chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may
be removed under subsection (a) or (b) only if the number of votes
cast to remove the director would be sufficient to elect the director
at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be
removed if:
(1) the number of votes; or
(2) the director was elected by a class, chapter, unit, or grouping
of members, the number of votes of the class, chapter, unit, or
grouping;
sufficient to elect the director under cumulative voting is voted
against the director's removal.
(e) A director elected by members may be removed by the
members only at a meeting called for the purpose of removing the
director. The meeting notice must state that the purpose of the
meeting is the removal of the director.
(f) In determining if a director is protected from removal under
subsection (b), (c), or (d), it is assumed that the votes against removal
are cast in an election for the number of directors of the class to
which the director to be removed belonged on the date of the
director's election.
(g) An entire board of directors may be removed under
subsections (a) through (e). As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
IC 23-17-12-9 Removal of director by vote of directors
Sec. 9. A director elected by the board of directors may be
removed with or without cause by the vote of a majority of the
directors then in office, unless a greater number is set forth in articles
of incorporation or bylaws.
However, a director elected by the board of directors to fill the
vacancy of a director elected by the members may be removed
without cause by the members but not by the board of directors. As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.118.
IC 23-17-12-10 Removal of director by vote of directors; reasons set forth in
articles of incorporation or in bylaws
Sec. 10. If at the beginning of a director's term on the board of
directors articles of incorporation or bylaws provide that the director
may be removed for reasons set forth in the articles of incorporation
or bylaws, the board of directors may remove the director for the
reasons. The director may be removed only if a majority of the
directors then in office votes for the removal. As added by P.L.179-1991, SEC.1.
IC 23-17-12-11 Religious corporations; removal of directors
Sec. 11. The articles of incorporation or bylaws of a religious
corporation may do the following:
(1) Limit the application of this section.
(2) Set forth the vote and procedures by which the board of
directors or a person may remove with or without cause a
director elected by the members or the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-12 Removal of designated or appointed directors
Sec. 12. (a) A designated director may be removed by an
amendment to articles of incorporation or bylaws deleting or
changing the designation.
(b) Except as provided in articles of incorporation or bylaws, an
appointed director may be removed with or without cause by the
person appointing the director. The person removing the director
must do so by giving written notice of the removal to the following:
(1) The director.
(2) The presiding officer of the board of directors or the
corporation's president or secretary.
A removal is effective when the notice is effective under this article
unless the notice specifies a future effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-13 Removal by court order
Sec. 13. (a) The circuit court or superior court of the county where
a corporation's principal office is located may remove a director of
the corporation from office in a proceeding commenced by the
corporation or at least ten percent (10%) of the members of a class
entitled to vote for directors, if the following conditions exist:
(1) The court finds that:
(A) the director engaged in:
(i) fraudulent or dishonest conduct; or
(ii) gross abuse of authority or discretion;
with respect to the corporation; or
(B) a final judgment has been entered finding that the
director has violated a duty under IC 23-17-13.
(2) Removal is in the best interests of the corporation.
(b) The court that removes a director may bar the director from
serving on the board of directors for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a), the
corporation shall be made a party defendant.
(d) The articles of incorporation or bylaws of a religious
corporation may limit or prohibit the application of this section. As added by P.L.179-1991, SEC.1.
IC 23-17-12-14 Filling vacancies
Sec. 14. (a) Unless the articles of incorporation or bylaws provide
otherwise and except as provided in subsections (b) and (c), if a
vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors, one (1) of the following
may occur:
(1) The members entitled to vote for directors, if any, may fill
the vacancy. If the vacant office was held by a director elected
by a class, chapter, other organizational unit, or by region or
other geographic grouping, only members of the class, chapter,
unit, or grouping are entitled to vote to fill the vacancy if it is
filled by the members.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a
quorum of the board of directors, the remaining directors may
fill the vacancy by the affirmative vote of a majority of the
directors remaining in office.
(b) Unless articles of incorporation or bylaws provide otherwise,
if a vacant office was held by an appointed director, only the person
who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the
vacancy must be filled as provided in articles of incorporation or
bylaws. In the absence of an applicable article of incorporation or
bylaw, the vacancy may not be filled by the board of directors.
(d) A vacancy that will occur at a specific later date because of a
resignation effective at a later date under section 7(b) of this chapter
or otherwise may be filled before the vacancy occurs. However, the
new director may not take office until the vacancy occurs. As added by P.L.179-1991, SEC.1.
IC 23-17-12-15 Compensation
Sec. 15. Unless articles of incorporation or bylaws provide
otherwise, a board of directors may fix the compensation of
IC 23-17-12-1 Necessity of having board of directors; exercise of corporate
powers; management of corporate business; delegation of powers
Sec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the
authority of; and
(2) the business and affairs of the corporation managed under
the direction of;
the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of
persons or the manner of designating a person or a group of persons
to exercise some or all of the powers that would otherwise be
exercised by a board of directors. To the extent authorized:
(1) the person or group of persons has the duties and
responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and
responsibilities; and
(3) the person or group of persons should be considered a
director or directors for purposes of IC 23-17-13 and
IC 23-17-16. As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.
IC 23-17-12-2 Qualifications
Sec. 2. (a) A director must be an individual.
(b) Articles of incorporation or bylaws may prescribe
qualifications for directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-3 Number of directors; increase or decrease in number
Sec. 3. (a) A board of directors must consist of at least three (3)
individuals, with the number specified in or fixed in accordance with
articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased, but to
not less than three (3), by an amendment to or in a manner prescribed
in articles of incorporation or bylaws. As added by P.L.179-1991, SEC.1.
IC 23-17-12-4 Time and method of election
Sec. 4. (a) If a corporation has members, all the directors except
the initial directors shall be elected at the first annual meeting of
members and at each annual meeting after the first annual meeting,
unless articles of incorporation or bylaws provide:
(1) another time or method of election; or
(2) that some of the directors are designated or appointed by
another person.
(b) If a corporation does not have members, all the directors
except the initial directors shall be elected, designated, or appointed
as provided in articles of incorporation or bylaws. If a method of
election, designation, or appointment is not set forth in articles of
incorporation or bylaws, the directors other than the initial directors
shall be elected by the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-5 Term
Sec. 5. (a) Articles of incorporation or bylaws must specify the
terms of directors. Except for designated or appointed directors, the
term of a director may not exceed five (5) years. In the absence of a
term specified in articles of incorporation or bylaws, the term of a
director is one (1) year. Directors may be elected for successive
terms.
(b) Subject to sections 8 through 11 of this chapter, a decrease in
the number of directors or term of office does not shorten an
incumbent director's term.
(c) Except as provided in articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a
director elected by members expires at the next election of
directors by members; and
(2) the term of a director filling any other vacancy expires at the
end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director
continues to serve until:
(1) a successor is elected, designated, or appointed and
qualifies; or
(2) there is a decrease in the number of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-6 Staggered terms
Sec. 6. Articles of incorporation or bylaws may provide for
staggering the terms of directors by dividing the total number of
directors into groups. The terms of office of groups is not required
to be uniform. As added by P.L.179-1991, SEC.1.
IC 23-17-12-7 Resignation
Sec. 7. (a) A director may resign at any time by delivering written
notice to one (1) of the following:
(1) The board of directors.
(2) The presiding officer of the board of directors.
(3) The president or secretary of the corporation.
(b) A resignation is effective when the notice is effective under
IC 23-17-28 unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the board of directors
may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the
effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-8 Removal of director by vote of members
Sec. 8. (a) Members may remove a director elected by the
members with or without cause unless articles of incorporation
provide otherwise.
(b) Except when otherwise provided in the articles of
incorporation, if a director is elected by:
(1) a class, chapter, or other organizational unit; or
(2) region or other geographic grouping;
the director may be removed only by the members of the class,
chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may
be removed under subsection (a) or (b) only if the number of votes
cast to remove the director would be sufficient to elect the director
at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be
removed if:
(1) the number of votes; or
(2) the director was elected by a class, chapter, unit, or grouping
of members, the number of votes of the class, chapter, unit, or
grouping;
sufficient to elect the director under cumulative voting is voted
against the director's removal.
(e) A director elected by members may be removed by the
members only at a meeting called for the purpose of removing the
director. The meeting notice must state that the purpose of the
meeting is the removal of the director.
(f) In determining if a director is protected from removal under
subsection (b), (c), or (d), it is assumed that the votes against removal
are cast in an election for the number of directors of the class to
which the director to be removed belonged on the date of the
director's election.
(g) An entire board of directors may be removed under
subsections (a) through (e). As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.
IC 23-17-12-9 Removal of director by vote of directors
Sec. 9. A director elected by the board of directors may be
removed with or without cause by the vote of a majority of the
directors then in office, unless a greater number is set forth in articles
of incorporation or bylaws.
However, a director elected by the board of directors to fill the
vacancy of a director elected by the members may be removed
without cause by the members but not by the board of directors. As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,
SEC.118.
IC 23-17-12-10 Removal of director by vote of directors; reasons set forth in
articles of incorporation or in bylaws
Sec. 10. If at the beginning of a director's term on the board of
directors articles of incorporation or bylaws provide that the director
may be removed for reasons set forth in the articles of incorporation
or bylaws, the board of directors may remove the director for the
reasons. The director may be removed only if a majority of the
directors then in office votes for the removal. As added by P.L.179-1991, SEC.1.
IC 23-17-12-11 Religious corporations; removal of directors
Sec. 11. The articles of incorporation or bylaws of a religious
corporation may do the following:
(1) Limit the application of this section.
(2) Set forth the vote and procedures by which the board of
directors or a person may remove with or without cause a
director elected by the members or the board of directors. As added by P.L.179-1991, SEC.1.
IC 23-17-12-12 Removal of designated or appointed directors
Sec. 12. (a) A designated director may be removed by an
amendment to articles of incorporation or bylaws deleting or
changing the designation.
(b) Except as provided in articles of incorporation or bylaws, an
appointed director may be removed with or without cause by the
person appointing the director. The person removing the director
must do so by giving written notice of the removal to the following:
(1) The director.
(2) The presiding officer of the board of directors or the
corporation's president or secretary.
A removal is effective when the notice is effective under this article
unless the notice specifies a future effective date. As added by P.L.179-1991, SEC.1.
IC 23-17-12-13 Removal by court order
Sec. 13. (a) The circuit court or superior court of the county where
a corporation's principal office is located may remove a director of
the corporation from office in a proceeding commenced by the
corporation or at least ten percent (10%) of the members of a class
entitled to vote for directors, if the following conditions exist:
(1) The court finds that:
(A) the director engaged in:
(i) fraudulent or dishonest conduct; or
(ii) gross abuse of authority or discretion;
with respect to the corporation; or
(B) a final judgment has been entered finding that the
director has violated a duty under IC 23-17-13.
(2) Removal is in the best interests of the corporation.
(b) The court that removes a director may bar the director from
serving on the board of directors for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a), the
corporation shall be made a party defendant.
(d) The articles of incorporation or bylaws of a religious
corporation may limit or prohibit the application of this section. As added by P.L.179-1991, SEC.1.
IC 23-17-12-14 Filling vacancies
Sec. 14. (a) Unless the articles of incorporation or bylaws provide
otherwise and except as provided in subsections (b) and (c), if a
vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors, one (1) of the following
may occur:
(1) The members entitled to vote for directors, if any, may fill
the vacancy. If the vacant office was held by a director elected
by a class, chapter, other organizational unit, or by region or
other geographic grouping, only members of the class, chapter,
unit, or grouping are entitled to vote to fill the vacancy if it is
filled by the members.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a
quorum of the board of directors, the remaining directors may
fill the vacancy by the affirmative vote of a majority of the
directors remaining in office.
(b) Unless articles of incorporation or bylaws provide otherwise,
if a vacant office was held by an appointed director, only the person
who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the
vacancy must be filled as provided in articles of incorporation or
bylaws. In the absence of an applicable article of incorporation or
bylaw, the vacancy may not be filled by the board of directors.
(d) A vacancy that will occur at a specific later date because of a
resignation effective at a later date under section 7(b) of this chapter
or otherwise may be filled before the vacancy occurs. However, the
new director may not take office until the vacancy occurs. As added by P.L.179-1991, SEC.1.
IC 23-17-12-15 Compensation
Sec. 15. Unless articles of incorporation or bylaws provide
otherwise, a board of directors may fix the compensation of
