§ 23-1-33-6 — Staggered terms

Indiana § 23-1-33-6

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 33: Board of Directors Generally

Text

(a) The articles of incorporation or the bylaws
may provide for staggering their terms by dividing the total number of
directors into either:
(1) two (2) groups, with each group containing one-half (1/2) of
the total, as near as may be; or
(2) if there are more than two (2) directors, three (3) groups, with
each group containing one-third (1/3) of the total, as near as may
be.
(b) In the event that terms are staggered under subsection (a), the
terms of directors in the first group expire at the first annual
shareholders' meeting after their election, the terms of the second group
expire at the second annual shareholders' meeting after their election,
and the terms of the third group, if any, expire at the third annual
shareholders' meeting after their election. At each annual shareholders'
meeting held thereafter, directors shall be chosen for a term of two (2)
years or three (3) years, as the case may be, to succeed those whose
terms expire.
(c) A corporation that has a class of voting shares registered with the
Securities and Exchange Commission under Section 12 of the
Securities Exchange Act of 1934 shall provide for staggering the terms
of directors in accordance with this section unless, not later than thirty
(30) days after the later of:
(1) July 1, 2009; or
(2) the time when the corporation's voting shares are registered
with the Securities and Exchange Commission under Section 12
of the Securities Exchange Act of 1934;
the board of directors of the corporation adopts a bylaw expressly
electing not to be governed by this subsection. A public corporation
governed by this article on July 1, 2021, may elect not to be governed
by this subsection if the board of directors of the public corporation
adopts a bylaw expressly electing not to be governed by this
subsection. An election not to be governed by this subsection may be
rescinded by a subsequent action of the board of directors unless the
original articles of incorporation contain a provision expressly electing
not to be governed by this subsection.
(d) If the board fails to provide for the staggering of the terms of
directors as required by subsection (c), the board must be staggered as
follows:
(1) The first group comprises one-third (1/3) of the directors or
one-third (1/3) of the directors rounded to the nearest higher
whole number if the number of directors is not divisible by three
(3) without any remaining.
(2) The second group comprises one-third (1/3) of the directors or
one-third (1/3) of the directors rounded to the nearest higher
whole number if the number of directors is not divisible by three
(3) without two (2) remaining.
(3) The third group comprises one-third (1/3) of the directors or
one-third (1/3) of the directors rounded to the nearest lower whole
number if the number of directors is not divisible by three (3)
without any remaining.
The directors shall be placed into the groups established by this
subsection alphabetically by last name.

Legislative History

As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.9; P.L.277-2001, SEC.5; P.L.133-2009, SEC.24; P.L.206-2021, SEC.5; P.L.9-2022, SEC.42.