2019 Indiana Code
Title 23. Business and Other Associations
Article 17. Nonprofit Corporations
Chapter 10. Meetings and Action Without Meetings
23-17-10-2. Special meetings
Sec. 2. (a) A corporation with members must hold a special meeting of members as follows:
(1) On call of the corporation's president or board of directors or other person, including a member or an officer, specifically authorized to do so by the articles of incorporation or bylaws.
(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, if the holders of at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary at least one (1) written demand for the meeting describing the purpose for which the meeting is to be held.
(b) Unless otherwise provided under section 7 of this chapter, the close of business on the thirtieth day before delivery of the demand for a special meeting to a corporate officer is the record date for the purpose of determining if the ten percent (10%) requirement of subsection (a) has been met.
(c) If a notice for a special meeting demanded under subsection (a)(2) is not given under section 5 of this chapter within thirty (30) days after the date the written demand is delivered to the corporation's secretary, regardless of the requirements of subsection (d), a person signing the demand may do the following:
(1) Set the time and place of the meeting.
(2) Give notice under section 5 of this chapter.
(d) A special meeting of members may be held inside or outside of Indiana at the place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, a special meeting shall be held at the corporation's principal office.
(e) Only those matters that are within the purposes described in the meeting notice required under section 5 of this chapter may be conducted at a special meeting of members.
(f) If the articles of incorporation or bylaws provide, a member of a corporation may participate in a special meeting of the members by or through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member 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.
