§ 23-1-29-1 — Annual meetings; remote communication

(a) Unless directors are elected by written
consent instead of at an annual meeting as permitted by section 4 of
this chapter, a corporation shall hold a meeting of the shareholders
annually at a time stated in or fixed in accordance with the bylaws.
However, if a corporation's articles of incorporation authorize
shareholders to cumulate the shareholder's votes when electing
directors as provided under IC 23-1-30-9, directors may not be elected
by less than unanimous consent.
(b) Annual shareholders' meetings may be held in or out of Indiana
at the place stated in or fixed in accordance with the bylaws. The
bylaws may provide that the meeting will not be held in any place but
may, instead, be held solely by means of remote communication. If no
place is stated in or fixed in accordance with the bylaws, the board of
directors:
(1) except as provided in subdivision (2), shall determine in the
board's sole discretion the location of the annual meeting; or
(2) may determine that the meeting will not be held at any place,
but may instead be held solely by means of remote
communication.
(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 corporate action.
(d) 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 an annual
meeting of shareholders may:
(1) participate in the annual meeting of shareholders by means of
remote communication; and
(2) if the conditions under subsection (e) are met, be considered
present in person and vote at the annual meeting of shareholders,
whether the meeting is held at a designated place or solely by
means of remote communication.
(e) With respect to an annual 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
annual 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 annual 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 an annual meeting by remote
communication.

Legislative History

As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.19; P.L.119-2015, SEC.10.