2022 Indiana Code
Title 23. Business and Other Associations
Article 1. Indiana Business Corporation Law
Chapter 21. Incorporation
23-1-21-7. Emergency Bylaws; Events Constituting Emergency; Authorized Actions

Sec. 7. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if any of the following occur:

(1) An extraordinary event that prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

(2) An attack on the United States or a location where a corporation conducts its business or customarily holds meetings of its board of directors or shareholders.

(3) A nuclear or atomic disaster.

(4) A catastrophe, including an epidemic or pandemic.

(5) A declaration of a national emergency by the United States.

(e) During an emergency described in subsection (d), the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, may take the following actions:

(1) With respect to a meeting of shareholders of the corporation, any action that the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, considers necessary to address the emergency, notwithstanding anything contrary to this article, the corporation's articles of incorporation, or bylaws, including the following:

(A) Postpone the meeting to a later time or date (with the record date for determining the shareholders entitled to notice of and to vote at the meeting that the directors postponed irrespective of the requirements set forth in IC 23-1-29-7).

(B) Conduct a meeting by means of remote communication.

(C) With respect to a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, notify stockholders of any postponement decision, including a determination to conduct a meeting by means of remote communication solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(2) With respect to any dividend that has been declared to which a record date has not occurred, change each record date and payment date to a later date, but not later than sixty (60) days after the initial record date. However, if the record date or payment date is changed, then the corporation shall issue notice to the shareholders as promptly as practicable, and in any event before the initial record date, which notice, in the case of a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, may be issued solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(f) During an emergency described in subsection (d), no person shall be liable for failure to make a shareholders' list available for inspections as required by IC 23-1-30-1, if it was not practicable to allow inspection during the emergency. However, a meeting of shareholders shall not be postponed or voided solely based upon the failure to make a shareholders' list available for inspection under IC 23-1-30-1.

As added by P.L.149-1986, SEC.5. Amended by P.L.206-2021, SEC.4.