§ 23-1-29-4 — Action taken without a meeting; consent of shareholders; notice to nonvoting shareholders

Indiana § 23-1-29-4

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

Text

(a) Action required or permitted by this article
to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one (1) or more written
consents describing the action taken, signed by all the shareholders
entitled to vote on the action, bearing the date of signature, and
delivered to the corporation for inclusion in the minutes or filing with
the corporate records.
(b) This subsection does not apply to a corporation that has a class
of voting shares registered with the United States Securities and
Exchange Commission under Section 12 of the Securities Exchange
Act of 1934. Unless otherwise provided in the articles of incorporation,
any action required or permitted by this article to be taken at a
shareholders' meeting may be taken without a meeting, and without
prior notice, if consents in writing setting forth the action taken are
signed by the holders of outstanding shares having at least the
minimum number of votes that would be required to authorize or take
the action at a meeting at which all shares entitled to vote on the action
were present and voted. The written consent must bear the date of
signature of the shareholder who signs the consent and be delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.
(c) If not otherwise fixed under section 7 of this chapter, and if prior
board action is not required with respect to the action to be taken
without a meeting, the record date for determining the shareholders
entitled to take action without a meeting is the first date on which a
signed written consent is delivered to the corporation. If not otherwise
fixed under section 7 of this chapter, and if prior board action is
required with respect to the action to be taken without a meeting, the
record date is the close of business on the day the resolution of the
board taking the prior action is adopted. A written consent to take a
corporate action is not valid unless, not later than sixty (60) days after
the earliest date on which a consent delivered to the corporation as
required by this section was signed, written consents signed by
sufficient shareholders to take the action have been delivered to the
corporation. A written consent may be revoked by a writing to that
effect delivered to the corporation before unrevoked written consents
sufficient in number to take the corporate action are delivered to the
corporation.
(d) A consent signed in accordance with this section has the effect
of a vote taken at a meeting and may be described as a vote in any
document. Unless the:
(1) consent specifies a different prior or subsequent effective date;
or
(2) articles of incorporation, bylaws, or a resolution of the board
of directors provides for a reasonable delay to permit tabulation
of written consents;
the action taken by written consent is effective when written consents
signed by sufficient shareholders to take the action are delivered to the
corporation.
(e) If this article requires that notice of a proposed action be given
to nonvoting shareholders and the action is to be taken by written
consent of the voting shareholders, the corporation must give its
nonvoting shareholders written notice of the action not more than ten
(10) days after:
(1) written consents sufficient to take the action have been
delivered to the corporation; or
(2) the date that tabulation of the written consents has been
completed under an authorization as described in subsection (d).
The notice must reasonably describe the action taken and contain or be
accompanied by the same material that, under any provision of this
article, would have been required to be sent to nonvoting shareholders
in a notice of a meeting at which the proposed action would have been
submitted to the shareholders for action.
(f) If action is taken by less than unanimous written consent of the
voting shareholders, the corporation must give its nonconsenting voting
shareholders written notice of the action not more than ten (10) days
after:
(1) written consents sufficient to take the action have been
delivered to the corporation; or
(2) the date that tabulation of the written consents has been
completed under an authorization as described in subsection (d).
The notice must reasonably describe the action taken and contain or be
accompanied by the same material that, under any provision of this
article, would have been required to be sent to voting shareholders in
a notice of a meeting at which the proposed action would have been
submitted to the shareholders for action.
(g) The notice requirements of subsections (e) and (f) do not delay
the effectiveness of actions taken by written consent, and a failure to
comply with the notice requirements does not invalidate actions taken
by written consent. However, this subsection does not limit the power
of a court to fashion any appropriate remedy in favor of a shareholder
adversely affected by a failure to give timely notice.
(h) An electronic transmission may be used to consent to an action
if the electronic transmission contains or is accompanied by
information from which the corporation can determine the date on
which the electronic transmission was signed and that the electronic
transmission was authorized by the shareholder, the shareholder's
agent, or the shareholder's attorney in fact.
(i) Unless otherwise determined by a resolution of the board,
delivery of a written consent to the corporation under this section is
delivery to the corporation's registered agent at its registered office or
to the secretary of the corporation at its principal office.

Legislative History

As added by P.L.149-1986, SEC.13. Amended by P.L.107-1987, SEC.7; P.L.133-2009, SEC.21.