§ 23-17-10-8 — Action taken without meeting; delivery of written ballots to members entitled to vote on matter

Indiana § 23-17-10-8

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

Text

(a) Unless prohibited or limited by articles of
incorporation or bylaws, an action that may be taken at an annual, a
regular, or a special meeting of members may be taken without a
meeting if the corporation delivers a written ballot to every member
entitled to vote on the matter.
(b) A written ballot must do the following:
(1) Set forth each proposed action.
(2) Provide an opportunity to vote for or against each proposed
action.
(c) Approval by written ballot under this section is valid only when
the following occur:
(1) The number of votes cast by ballot equals or exceeds the
quorum required to be present at a meeting authorizing the action.
(2) The number of approvals equals or exceeds the number of
votes that would be required to approve the matter at a meeting at
which the total number of votes cast was the same as the number
of votes cast by ballot.
(d) A solicitation for votes by written ballot must do the following:
(1) Indicate the number of responses needed to meet the quorum
requirements.
(2) State the percentage of approvals necessary to approve each
matter other than the election of directors.
(3) Specify the time by which a ballot must be received by the
corporation to be counted.
(e) Except as otherwise provided in articles of incorporation or
bylaws, a written ballot may not be revoked.

Legislative History

As added by P.L.179-1991, SEC.1.