§ 23-1-30-9 — Election of directors; cumulative voting

Indiana § 23-1-30-9

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 30: Voting by Shareholders

Text

(a) Unless otherwise provided in the articles of
incorporation, directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a
quorum is present.
(b) Shareholders do not have a right to cumulate their votes for
directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that "(all)
(a designated voting group of) shareholders are entitled to cumulate
their votes for directors" (or words of similar import) means that the
shareholders designated are entitled to multiply the number of votes
they are entitled to cast by the number of directors for whom they are
entitled to vote and cast the product for a single candidate or distribute
the product among two (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted
cumulatively at a particular meeting unless:
(1) the meeting notice or proxy statement accompanying the
notice states conspicuously that cumulative voting is authorized;
or
(2) a shareholder who has the right to cumulate the shareholder's
votes gives notice to the corporation not less than forty-eight (48)
hours before the time set for the meeting of the shareholder's
intent to cumulate the shareholder's votes during the meeting, and
if one (1) shareholder gives this notice, all other shareholders in
the same voting group participating in the election are entitled to
cumulate their votes without giving further notice.

Legislative History

As added by P.L.149-1986, SEC.14.