2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 13. CORPORATE GOVERNANCE CHAPTER 5. MEETINGS OF SHAREHOLDERS
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IC 28-13-5
Chapter 5. Meetings of Shareholders
IC 28-13-5-1
Annual meeting requisites
Sec. 1. (a) A corporation must hold a meeting of the shareholders
annually at a time stated in or fixed in accordance with the bylaws.
(b) Annual meetings of shareholders shall be held at the principal
office of the corporation, or in the city, town, or county in which the
principal office is located at the place stated in or fixed in accordance
with the bylaws. If no place is stated in or fixed in accordance with
the bylaws, annual meetings shall be held at the corporation's
principal office.
(c) The failure to hold an annual meeting at the time stated in or
fixed in accordance with a corporation's bylaws does not affect the
validity of any action taken by the corporation.
(d) If the articles of incorporation or bylaws so provide, any or all
shareholders may participate in an annual shareholders' meeting by,
or through the use of, any means of communication by which all
shareholders participating may simultaneously communicate with
each other during the meeting. A shareholder 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 28-13-5-2
Special meeting; corporations with more than 50 shareholders
Sec. 2. (a) A corporation with more than fifty (50) shareholders
must hold a special meeting of shareholders on call of the
corporation's board of directors or the person or persons, including
shareholders or officers, specifically authorized to do so by the
articles of incorporation or bylaws.
(b) If the articles of incorporation require the holding of a special
meeting on the demand of the corporation's shareholders, but do not
specify the percentage of votes entitled to be cast on an issue
necessary to demand a special meeting, the board of directors may
establish the percentage in the corporation's bylaws. Absent adoption
of a bylaw provision, the demand for a special meeting must be made
by the holders of all of the votes entitled to be cast on an issue.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-3
Special meeting; corporations of 50 or fewer shareholders
Sec. 3. A corporation with not more than fifty (50) shareholders
must hold a special meeting of shareholders as follows:
(1) On call of the corporation's board of directors or the person
or persons, including shareholders or officers, specifically
authorized to do so by the articles of incorporation or bylaws.
(2) If the holders of at least twenty-five percent (25%) of all the
votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the
corporation's secretary one (1) or more written demands for the
meeting describing the purpose or purposes for which the
meeting is to be held.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-4
Special meeting requisites and procedure
Sec. 4. (a) Special meetings of shareholders shall be held at the
principal office of the corporation, or in the city, town, or county in
which the principal office is located at the place stated in or fixed in
accordance with the bylaws. If no place is stated or fixed in
accordance with the bylaws, special meetings shall be held at the
corporation's principal office.
(b) Only business within the purpose or purposes described in the
meeting notice required by section 7 of this chapter may be
conducted at a special shareholders' meeting.
(c) If the articles of incorporation or bylaws so provide, any or all
shareholders may participate in a special meeting of shareholders by,
or through the use of, any means of communication by which all
shareholders participating may simultaneously communicate with
each other during the meeting. A shareholder 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 28-13-5-5
Court ordered meeting; requisites and procedure
Sec. 5. (a) The circuit or superior court of the county where a
corporation's principal office is located may order a meeting to be
held and may fix the time and place of the meeting.
(b) A meeting ordered under this section shall be conducted in
accordance with the corporation's articles of incorporation and
bylaws:
(1) on application of any shareholder of the corporation entitled
to participate in an annual meeting if an annual meeting was not
held within the earlier of six (6) months after the end of the
corporation's fiscal year or fifteen (15) months after its last
annual meeting; or
(2) on application of a shareholder who signed a demand for a
special meeting valid under section 2 of this chapter if:
(A) notice of the special meeting was not given within sixty
(60) days after the date the demand was delivered to the
corporation's secretary; or
(B) the special meeting was not held in accordance with the
notice.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-6
Action taken without meeting; consent of voting shareholders
Sec. 6. (a) Action required or permitted by this article to be taken
at a shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action.
The action must be evidenced by at least one (1) written consent
describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the corporation for inclusion in
the minutes or filing with the corporation records.
(b) If not otherwise determined under section 11 of this chapter,
the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent
under subsection (a).
(c) Action taken under this section is effective when the last
shareholder signs the consent, unless the consent specifies a different
prior or subsequent effective date.
(d) 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 28-13-5-7
Action with unanimous consent of voting shareholders; notice to
nonvoting shareholders
Sec. 7. If this article requires that notice of proposed action be
given to nonvoting shareholders and the action is to be taken by
unanimous consent of the voting shareholders, the corporation must
give its nonvoting shareholders written notice of the proposed action
at least ten (10) days before the action is taken. The notice must
contain or be accompanied by the same material that under this
article would have been required to be sent to nonvoting shareholders
in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-8
Notice of annual and special shareholders' meeting; prerequisites
Sec. 8. (a) A corporation shall notify shareholders of the date,
time, and place of each annual and special shareholders' meeting not
less than ten (10) or more than sixty (60) days before the meeting
date. Unless this article or the articles of incorporation require
otherwise, the corporation is required to give notice only to
shareholders entitled to vote at the meeting.
(b) Unless this article or the articles of incorporation require
otherwise, notice of an annual meeting need not include a description
of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 11 of this chapter, the
record date for determining shareholders entitled to notice of and to
vote at an annual or special shareholders' meeting is the close of
business on the day before the first notice is delivered to
shareholders.
(e) This subsection applies only to a corporation that is a building
and loan association or a mutual savings bank. Notice of the annual
or a special meeting of the shareholders may be given by publication
of the notice. Notice under this subsection must satisfy all of the
following:
(1) The notice must be published one (1) time at least ten (10)
days before the date of the meeting.
(2) The notice must be published in one (1) of the following:
(A) A newspaper of general circulation in the city or town in
which the principal office of the corporation is located.
(B) If publication cannot be made under clause (A),
publication in a newspaper of general circulation in the
county in which the principal office of the corporation is
located.
(C) If publication cannot be made under clause (A) or (B),
publication in a newspaper published closest to the location
of the principal office of the corporation.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993,
SEC.93.
IC 28-13-5-9
Adjournment of annual or special shareholders' meeting; notice
Sec. 9. Unless the bylaws require otherwise, if an annual or
special shareholders' meeting is adjourned to a different date, time,
or place, notice need not be given of the new date, time, or place if
the new date, time, or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or
must be fixed under section 11 of this chapter, notice of the
adjourned meeting must be given under this section to persons who
are shareholders as of the new record date.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-10
Waiver by shareholder entitled to notice of meeting; effect of
attendance at meeting
Sec. 10. (a) A shareholder 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. The waiver by the shareholder
entitled to the notice must be in writing and be delivered to the
corporation for inclusion in the minutes or filing with the corporate
records.
(b) A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the
meeting; and
(2) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
As added by P.L.14-1992, SEC.163.
IC 28-13-5-11
Record date; fixing for shareholder meeting or action;
adjournment by order of court
Sec. 11. (a) The bylaws may fix or provide the manner of fixing
the record date for at least one (1) voting group to determine the
shareholders entitled to notice of a shareholders' meeting, to demand
a special meeting, to vote, or to take any other action. If the bylaws
do not fix or provide for fixing a record date, the board of directors
of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than
seventy (70) days before the meeting or action requiring a
determination of shareholders.
(c) A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date. The
board of directors must fix a new record date if the meeting is
adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original
meeting, the court may:
(1) provide that the original record date continues in effect; or
(2) fix a new record date.
As added by P.L.14-1992, SEC.163.
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