Indiana § 23-17-11-7 Election of directors; cumulative voting

Indiana Statutes

§ 23-17-11-7 — Election of directors; cumulative voting

Indiana·Title 23 BUSINESS AND OTHER ASSOCIATIONS·Art. 17 NONPROFIT CORPORATIONS·Ch. 11 Voting

(a)Unless otherwise provided in articles of incorporation or bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(b)Members may not cumulate votes for directors unless articles of incorporation or bylaws so provide.

(c)A statement included in articles of incorporation or bylaws that states all or a designated class of members is "entitled to cumulate their votes for directors" (or similar words) means that the members designated may do the following:

(1)Multiply the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote.

(2)Cast the product for a single candidate or distribute the product among at least two (2) candidates.

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(a) Unless otherwise provided in articles of
incorporation or bylaws, directors are elected by a plurality of the votes
cast by the members entitled to vote in the election at a meeting at
which a quorum is present.
(b) Members may not cumulate votes for directors unless articles of
incorporation or bylaws so provide.
(c) A statement included in articles of incorporation or bylaws that
states all or a designated class of members is "entitled to cumulate their
votes for directors" (or similar words) means that the members
designated may do the following:
(1) Multiply the number of votes the members are entitled to cast
by the number of directors for whom the members are entitled to
vote.
(2) Cast the product for a single candidate or distribute the
product among at least two (2) candidates.
(d) Cumulative voting may not occur at a particular meeting unless
either of the following occur:
(1) The meeting notice or statement accompanying the notice
states conspicuously that cumulative voting is authorized.
(2) A member who has the right to cumulate the member's votes
gives notice at least forty-eight (48) hours before the time set for
the meeting of the member's intent to cumulate the members'
votes during the meeting, and if one (1) member gives this notice,
all other members of the same class participating in the election
are entitled to cumulate the members' votes without giving further
notice.
(e) A director elected by cumulative voting may be removed by the
members without cause if the requirements of IC 23-17-12-8 are met
unless the following occur:
(1) The votes cast against removal, or not consenting in writing to
the removal, would be sufficient to elect the director if voted
cumulatively at an election at which the same total number of
votes were cast or, if the action is taken by written ballot, all
memberships entitled to vote were voted.
(2) The entire number of directors authorized at the time of the
director's most recent election were then being elected.
(f) Members may not cumulatively vote if the directors and
members are identical.