2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 13. CORPORATE GOVERNANCE CHAPTER 10. MEETINGS AND ACTION OF BOARD OF DIRECTORS
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IC 28-13-10
Chapter 10. Meetings and Action of Board of Directors
IC 28-13-10-1
Place of meetings; participants; means of communication;
presumption of presence
Sec. 1. (a) The board of directors may hold regular or special
meetings in or out of Indiana.
(b) Unless the articles of incorporation or bylaws provide
otherwise, the board of directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all
directors participating may simultaneously communicate with one
another 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.14-1992, SEC.163.
IC 28-13-10-2
Action taken without meeting; signed consent; effect
Sec. 2. (a) Unless the articles of incorporation or bylaws provide
otherwise, action required or permitted by this article to be taken at
a board of directors meeting may be taken without a meeting if the
action is taken by all members of the board. The action must be
evidenced by at least one (1) written consent describing the action
taken, signed by each director, and 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 different
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.14-1992, SEC.163.
IC 28-13-10-3
Notice of meetings
Sec. 3. (a) Unless the articles of incorporation or bylaws provide
otherwise, regular meetings of the board of directors may be held
without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a
longer or shorter period, special meetings of the board of directors
must be preceded by at least two (2) days notice of the date, time,
and place of the meeting. The notice need not describe the purpose
of the special meeting unless required by the articles of incorporation
or bylaws.
As added by P.L.14-1992, SEC.163.
IC 28-13-10-4
Waiver of required notice; attendance or participation in meeting
Sec. 4. (a) A director may waive any notice required by this
article, the articles of incorporation, or bylaws before or after the
date and time stated in the notice. Except as provided by subsection
(b), the waiver must be in writing, signed by the director entitled to
the notice, and filed with the minutes or 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 thereafter vote for or assent to action taken at
the meeting.
As added by P.L.14-1992, SEC.163.
IC 28-13-10-5
Quorum of board; effect of majority vote; presumption of assent
to action taken; right of dissent or abstention
Sec. 5. (a) Unless the articles of incorporation or bylaws require
a greater number, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation
has a fixed board size; or
(2) a majority of the number of directors prescribed under
IC 28-13-9-3(b).
(b) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of
directors unless a greater number is required by the articles of
incorporation or bylaws.
(c) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is
taken is considered to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting or
promptly upon the director's arrival to holding the meeting or
transacting business at the meeting;
(2) the director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(3) the director delivers written notice of the director's dissent
or abstention to the presiding officer of the meeting before the
meeting's adjournment or to the secretary of the corporation
immediately after adjournment of the meeting.
(d) The right of dissent or abstention is not available to a director
who votes in favor of the action taken.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993,
SEC.95.
IC 28-13-10-6
Committees; approval of creation and appointment; applicability
of chapter; powers and duties; compliance with standards of
conduct for directors
Sec. 6. (a) Unless the articles of incorporation or bylaws provide
otherwise, a board of directors may create at least one (1) committee
and appoint members of the board of directors to serve on the
committees. Each committee may have at least one (1) member, who
serves at the pleasure of the board of directors.
(b) 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 the articles of
incorporation or bylaws to take action under section 5 of this
chapter.
(c) Sections 1 through 5 of this chapter, which govern meetings,
action without meetings, notice and waiver of notice, and quorum
and voting requirements of the board of directors, apply to
committees and the members of committees as well.
(d) To the extent specified by the board of directors or in the
articles of incorporation or bylaws, each committee may exercise the
authority of the board of directors under IC 28-13-9-1.
(e) A committee may not do any of the following:
(1) Authorize distributions. However, a committee or an
executive officer of the corporation designated by the board of
directors may authorize or approve a reacquisition of shares or
other distribution if done according to a formula or method or
within a range prescribed by the board of directors.
(2) Approve or propose to shareholders action that this article
requires to be approved by shareholders.
(3) Fill vacancies on the board of directors or on any of the
board of directors' committees.
(4) Except to the extent permitted by subdivision (7), amend
articles of incorporation under IC 28-13-14-2.
(5) Adopt, amend, or repeal bylaws.
(6) Approve a plan of merger not requiring shareholder
approval.
(7) Authorize or approve the issuance or sale or a contract for
sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares.
However, the board of directors may authorize a committee or
an executive officer of the corporation designated by the board
of directors to take the action described in this subdivision
within limits prescribed by the board of directors.
(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 in IC 28-13-11-1.
As added by P.L.14-1992, SEC.163.
IC 28-13-10-7
Attendance record; report; contents; incorporation in minutes of
annual meeting
Sec. 7. (a) In addition to such other duties as may be imposed
upon the directors by this article, the directors shall keep a record of
the attendance of directors at meetings of the board.
(b) The directors shall make a report showing the following:
(1) The names of the directors.
(2) The number of meetings of the board, regular and special.
(3) The number of meetings attended.
(4) The number of meetings from which each director was
absent.
(c) The report required by this section shall be read at and
incorporated in the minutes of the annual meeting of the shareholders
if the corporation is not wholly owned by a corporation holding
company. The directors, at the times as the directors are meeting as
a board of directors, shall also require the secretary of the board or
another designated agent to make official communications from the
department a matter of record in the minutes of the meetings of the
board of directors.
As added by P.L.14-1992, SEC.163.
IC 28-13-10-8
Examination of corporation statement; departmental accounting
and auditing standards; examination of corporation's holding
company
Sec. 8. The board of directors shall cause the corporation to be
examined one (1) time each calendar year by a certified public
accountant. The board of directors shall submit the examination and
a complete statement of the condition of the corporation to the
department. The department may require additional information. The
department may establish the accounting and auditing standards
necessary to define the examination requirements of this section by
policy or rule. An examination of a corporation's holding company
shall satisfy the requirements of this section if done in accordance
with standards prescribed by department policy or rule.
As added by P.L.14-1992, SEC.163.
IC 28-13-10-9
Legal holidays; resolution concerning days other than legal
holidays; banking hours; emergencies affecting office hours
Sec. 9. (a) As used in this section, "emergency" means:
(1) any condition or occurrence that:
(A) may interfere physically with the conduct of normal
business operations; or
(B) poses an imminent or existing threat to the safety or
security of persons, property, or both persons and property;
at one (1) or more of the offices of a corporation;
(2) any condition or occurrence that:
(A) is declared a state of disaster emergency by the governor
under IC 10-14-3-12; and
(B) applies to an area that includes one (1) or more of the
offices of a corporation; or
(3) the death of or funeral services for an employee, officer, or
director of a corporation or for a former employee, officer, or
director of a corporation.
(b) A corporation may be closed on any part of a legal holiday by
giving reasonable notice to its customers of its intention to be closed
in observance of the holiday.
(c) Whenever a corporation is to be closed on a day or part of a
day other than a legal holiday, the board of directors shall pass a
resolution concerning the closing, and give reasonable notice of the
closing to the customers of the corporation.
(d) The board of directors of a corporation may establish and
observe different banking hours and designate different fixed days,
if any, for closing the principal office and each separate branch
office of the corporation.
(e) Any day designated by the President of the United States or by
the governor as a day of mourning, celebration, or other special
observance is a legal holiday for corporations.
(f) Whenever the officers of a corporation believe that an
emergency exists or is impending, which affects or may affect one
(1) or more of a corporation's offices, the officers have the authority,
in the reasonable and proper exercise of their discretion, to determine
not to open any one (1) or more of such offices or, if having opened,
to close any one (1) or more of such offices during the continuation
of the emergency. The office or offices so closed shall remain closed
until the time the officers determine that the emergency has ended.
However, such office or offices may not remain closed for more than
forty-eight (48) consecutive hours on business days, excluding other
legal holidays, without requesting the approval of the director of the
department of financial institutions.
(g) A corporation closing an office or offices under subsection (f)
shall give prompt notice of its action to the director of the department
of financial institutions.
(h) Any date on which a corporation is closed under this section
is a legal holiday with respect to the business affairs of the
corporation. No liability or loss of rights of any kind, on the part of
any corporation, director, officer, or employee, accrues or results by
virtue of any closing authorized by this section.
As added by P.L.176-1996, SEC.30. Amended by P.L.90-2008,
SEC.78.
IC 28-13-10-10
Commission of crime
Sec. 10. (a) In the event of a commission of a crime or apparent
commission of a crime it shall be the responsibility of the
corporation to ensure compliance with Part 353 of the Federal
Deposit Insurance Corporation rules and regulations.
(b) Reporting of a crime under Part 353 of the Federal Deposit
Insurance Corporation rules and regulations satisfies the reporting
requirements of criminal activity for the department.
(c) The department shall use the Financial Crimes Enforcement
Network of the United States Department of the Treasury instead of
receiving written reports from the corporation.
(d) Failure to report the commission of a crime or apparent
commission of a crime as required in Part 353 of the Federal Deposit
Insurance Corporation is a violation of this section.
(e) If a corporation is a corporate fiduciary or is not insured by the
Federal Deposit Insurance Corporation, the corporation must notify
the department of the commission of a crime or the apparent
commission of a crime not later than the first business day after the
day the crime or apparent crime was discovered. A written
notification must also be delivered to the department not later than
thirty (30) days after the date the crime or apparent crime was
discovered. A written notification under this section must include
the:
(1) details of the crime; and
(2) actions taken by the corporation regarding the crime.
As added by P.L.176-1996, SEC.31. Amended by P.L.192-1997,
SEC.28; P.L.63-2001, SEC.23 and P.L.134-2001, SEC.25.
IC 28-13-10-11
Records retention
Sec. 11. (a) A corporation shall retain its business records under
this section for the period required by this section.
(b) A corporation shall permanently retain:
(1) minute books of meetings of shareholders and directors;
(2) the capital stock ledger and capital stock certificate ledger
or stubs;
(3) the general ledger;
(4) the daily statements of condition;
(5) the investment ledger;
(6) the copies of examination reports; and
(7) other records required by the department of financial
institutions under this section.
(c) A corporation's board of directors shall develop a records
retention policy. In developing the policy, the board of directors shall
consider:
(1) legal actions and administrative proceedings in which the
production of company records is necessary or desirable;
(2) state and federal statutes of limitation applicable to legal
actions and administrative proceedings; and
(3) availability of information contained in the company records
from other sources.
(d) Except for records under subsection (b) and for other records
required to be permanently retained, a corporation may dispose of a
record that has been retained for the period required and in the
manner required by this section. A corporation is not under a duty to
produce the record in an action or proceeding after the disposal of
the record.
(e) This section applies to a corporation under IC 28 and to
national banking associations to the extent that this section does not
contravene federal law.
As added by P.L.11-1998, SEC.23.
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