2019 Indiana Code
Title 23. Business and Other Associations
Article 1. Indiana Business Corporation Law
Chapter 29. Meetings of Shareholders
23-1-29-2. Special meetings, remote communication
Sec. 2. (a) A corporation with more than fifty (50) shareholders must hold a special meeting of shareholders on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws. If such corporation's articles of incorporation require the holding of a special meeting on the demand of its shareholders, but do not specify the percentage of votes entitled to be cast on an issue necessary to demand such special meeting, the board of directors may establish such percentage in the corporation's bylaws. Absent adoption of such 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.
(b) A corporation with fifty (50) or fewer shareholders must hold a special meeting of shareholders:
(1) on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws; or
(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 such corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(c) Special shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws or solely by remote communication if the bylaws so specify. If the bylaws do not state or fix the location of special meetings, a special meeting must be held at a location determined by the board of directors or the board of directors may, in its sole discretion, determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication as provided in subsection (f).
(d) If not otherwise fixed under section 3 or 7 of this chapter, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(e) Only business within the purpose or purposes described in the meeting notice required by section 5(c) of this chapter may be conducted at a special shareholders' meeting.
(f) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, shareholders not physically present at a special meeting of shareholders may:
(1) participate in a special meeting of shareholders by means of remote communication; and
(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.
(g) With respect to a special meeting at which a shareholder may participate by remote communication, the corporation shall:
(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the special meeting by means of remote communication is that shareholder or the shareholder's proxy;
(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and
(3) maintain a record of any votes cast or actions taken by a shareholder who participated in a special meeting by remote communication.
As added by P.L.149-1986, SEC.13. Amended by P.L.227-1989, SEC.1; P.L.133-2009, SEC.20; P.L.119-2015, SEC.11.
