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 of
participation 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 special
meetings.
(b) The board of directors may hold regular or special meetings
inside 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 participating
may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is considered to be present
in 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 provide
otherwise, action required or permitted by this article to be taken at
a meeting of a board of directors may be taken without a meeting if
the action is taken by all members of the board of directors. The
action 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 records
reflecting the action taken.
(b) Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a prior or
subsequent effective date.
(c) A consent signed under this section has the effect of a meeting
vote 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 provide
otherwise, regular meetings of a board of directors may be held
without 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 notice
of at least two (2) days to each director of the date, time, and place
of the meeting. The notice is not required to describe the purpose of
the special meeting unless required by articles of incorporation or
bylaws.
(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 by
subsection (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 waives
any required notice to the director of the meeting unless the director
at the beginning of the meeting or promptly upon the director's
arrival objects to holding the meeting or transacting business at the
meeting and does not vote for or assent to action taken at the
meeting. 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 of
incorporation, or bylaws, a quorum of a board of directors consists
of a majority of the directors in office immediately before a meeting
begins. Articles of incorporation or bylaws may not authorize a
quorum 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 affirmative
vote of a majority of directors present when the act is taken is the act
of 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, or
bylaws provide otherwise, a board of directors may create one (1) or
more committees that consist of one (1) or more members of the
board of directors.
(b) Unless otherwise provided under this article, the creation of
a committee and appointment of members to the committee must be
approved by the greater of:
(1) a majority of all the directors in office when the action is
taken; or
(2) the number of directors required by articles of incorporation
or bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter apply to committees of the
board of directors and the members of committees.
(d) To the extent specified by the board of directors or in articles
of incorporation or bylaws, a committee may exercise the authority
of 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 be
approved by members under this article.
(3) Subject to subsection (g), fill vacancies on the board of
directors or on a committee.
(4) Adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with
the standards of conduct described under IC 23-17-13-1.
(g) The board of directors may appoint one (1) or more directors
as alternate members of a committee to replace an absent or a
disqualified member during the member's absence or disqualification.
Unless the articles of incorporation, bylaws, or the resolution
creating the committee provides otherwise, in the event of the
absence or disqualification of a member of a committee, the members
present at a meeting and not disqualified from voting may
unanimously appoint another director to act in place of the absent or
disqualified 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.
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 of
participation 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 special
meetings.
(b) The board of directors may hold regular or special meetings
inside 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 participating
may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is considered to be present
in 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 provide
otherwise, action required or permitted by this article to be taken at
a meeting of a board of directors may be taken without a meeting if
the action is taken by all members of the board of directors. The
action 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 records
reflecting the action taken.
(b) Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a prior or
subsequent effective date.
(c) A consent signed under this section has the effect of a meeting
vote 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 provide
otherwise, regular meetings of a board of directors may be held
without 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 notice
of at least two (2) days to each director of the date, time, and place
of the meeting. The notice is not required to describe the purpose of
the special meeting unless required by articles of incorporation or
bylaws.
(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 by
subsection (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 waives
any required notice to the director of the meeting unless the director
at the beginning of the meeting or promptly upon the director's
arrival objects to holding the meeting or transacting business at the
meeting and does not vote for or assent to action taken at the
meeting. 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 of
incorporation, or bylaws, a quorum of a board of directors consists
of a majority of the directors in office immediately before a meeting
begins. Articles of incorporation or bylaws may not authorize a
quorum 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 affirmative
vote of a majority of directors present when the act is taken is the act
of 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, or
bylaws provide otherwise, a board of directors may create one (1) or
more committees that consist of one (1) or more members of the
board of directors.
(b) Unless otherwise provided under this article, the creation of
a committee and appointment of members to the committee must be
approved by the greater of:
(1) a majority of all the directors in office when the action is
taken; or
(2) the number of directors required by articles of incorporation
or bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter apply to committees of the
board of directors and the members of committees.
(d) To the extent specified by the board of directors or in articles
of incorporation or bylaws, a committee may exercise the authority
of 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 be
approved by members under this article.
(3) Subject to subsection (g), fill vacancies on the board of
directors or on a committee.
(4) Adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with
the standards of conduct described under IC 23-17-13-1.
(g) The board of directors may appoint one (1) or more directors
as alternate members of a committee to replace an absent or a
disqualified member during the member's absence or disqualification.
Unless the articles of incorporation, bylaws, or the resolution
creating the committee provides otherwise, in the event of the
absence or disqualification of a member of a committee, the members
present at a meeting and not disqualified from voting may
unanimously appoint another director to act in place of the absent or
disqualified 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.
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 of
participation 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 special
meetings.
(b) The board of directors may hold regular or special meetings
inside 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 participating
may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is considered to be present
in 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 provide
otherwise, action required or permitted by this article to be taken at
a meeting of a board of directors may be taken without a meeting if
the action is taken by all members of the board of directors. The
action 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 records
reflecting the action taken.
(b) Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a prior or
subsequent effective date.
(c) A consent signed under this section has the effect of a meeting
vote 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 provide
otherwise, regular meetings of a board of directors may be held
without 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 notice
of at least two (2) days to each director of the date, time, and place
of the meeting. The notice is not required to describe the purpose of
the special meeting unless required by articles of incorporation or
bylaws.
(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 by
subsection (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 waives
any required notice to the director of the meeting unless the director
at the beginning of the meeting or promptly upon the director's
arrival objects to holding the meeting or transacting business at the
meeting and does not vote for or assent to action taken at the
meeting. 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 of
incorporation, or bylaws, a quorum of a board of directors consists
of a majority of the directors in office immediately before a meeting
begins. Articles of incorporation or bylaws may not authorize a
quorum 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 affirmative
vote of a majority of directors present when the act is taken is the act
of 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, or
bylaws provide otherwise, a board of directors may create one (1) or
more committees that consist of one (1) or more members of the
board of directors.
(b) Unless otherwise provided under this article, the creation of
a committee and appointment of members to the committee must be
approved by the greater of:
(1) a majority of all the directors in office when the action is
taken; or
(2) the number of directors required by articles of incorporation
or bylaws to take action under section 5 of this chapter.
(c) Sections 1 through 5 of this chapter apply to committees of the
board of directors and the members of committees.
(d) To the extent specified by the board of directors or in articles
of incorporation or bylaws, a committee may exercise the authority
of 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 be
approved by members under this article.
(3) Subject to subsection (g), fill vacancies on the board of
directors or on a committee.
(4) Adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with
the standards of conduct described under IC 23-17-13-1.
(g) The board of directors may appoint one (1) or more directors
as alternate members of a committee to replace an absent or a
disqualified member during the member's absence or disqualification.
Unless the articles of incorporation, bylaws, or the resolution
creating the committee provides otherwise, in the event of the
absence or disqualification of a member of a committee, the members
present at a meeting and not disqualified from voting may
unanimously appoint another director to act in place of the absent or
disqualified 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.
