§ 23-1-29-2 — Special meetings, remote communication

Indiana § 23-1-29-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 29: Meetings of Shareholders

Text

(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.

Legislative History

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.