§ 23-17-10-2 — Special meetings; meetings and participation by remote communication

Indiana § 23-17-10-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 17: NONPROFIT CORPORATIONS
• Ch. 10: Meetings and Action Without Meetings

Text

(a) A corporation with members must hold a
special meeting of members as follows:
(1) On call of the corporation's president or board of directors or
other person, including a member or an officer, specifically
authorized to do so by the articles of incorporation or bylaws.
(2) Except as provided in the articles of incorporation or bylaws
of a religious corporation, if the holders of at least ten percent
(10%) of all the votes entitled to be cast on an issue proposed to
be considered at the proposed special meeting sign, date, and
deliver to the corporation's secretary at least one (1) written
demand for the meeting describing the purpose for which the
meeting is to be held.
(b) Unless otherwise provided under section 7 of this chapter, the
close of business on the thirtieth day before delivery of the demand for
a special meeting to a corporate officer is the record date for the
purpose of determining if the ten percent (10%) requirement of
subsection (a) has been met.
(c) If a notice for a special meeting demanded under subsection
(a)(2) is not given under section 5 of this chapter within thirty (30) days
after the date the written demand is delivered to the corporation's
secretary, regardless of the requirements of subsection (d), a person
signing the demand may do the following:
(1) Set the time and place of the meeting.
(2) Give notice under section 5 of this chapter.
(d) A special meeting of members may be held inside or outside of
Indiana at the place stated in or fixed in accordance with the bylaws.
(e) The bylaws may provide that a special membership meeting will
not be held in any place but may instead be held solely by means of
remote communication. If a place for meeting is not stated in or fixed
in accordance with the bylaws, the board of directors may either:
(1) determine the location of the special meeting; or
(2) elect that the special membership meeting will not be held at
any place, but solely by means of remote communication.
(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, members not physically present at a special meeting
of members may:
(1) participate in the special meeting of members 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 members,
regardless of whether the meeting is held at a designated place or
solely by means of remote communication.
(g) To conduct a special meeting by means of remote
communication, the corporation must do the following:
(1) Implement reasonable measures to verify the identity of each
member considered present and permitted to vote at the meeting.
(2) Implement reasonable measures to ensure all members have
an opportunity to participate and vote on matters discussed at the
meeting, including an opportunity to read or hear the proceedings.
(3) Maintain minutes of the meeting, including a record of any
votes cast or actions taken by a member.
(h) Only those matters that are within the purposes described in the
meeting notice required under section 5 of this chapter may be
conducted at a special meeting of members.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.8.