Indiana § 23-17-15-5 Quorum; affirmative vote of majority of directors constitutes act of
board

Indiana Statutes

§ 23-17-15-5 — Quorum; affirmative vote of majority of directors constitutes act of board

Indiana § 23-17-15-5

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 17NONPROFIT CORPORATIONS

Ch. 15Meetings and Action of Board of Directors

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Bluebook

Ind. Code § 23-17-15-5 (2026).

Text

(a)Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:

(1)One-third (1/3) of the number of directors in office.

(2)Two (2) directors.

(b)If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:

(1)who are present in person; or

(2)in the case of a mutual benefit corporation that:

(A)is an electric cooperative; and

(B)has at least one (1) member that is a corporation formed under IC 8-1-13; who are present in person or by proxy as provided under section 5.5 of this chapter; when the

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(a) Except as otherwise provided in this
article, articles of incorporation, or bylaws, a quorum of a board of
directors consists of a majority of the directors in office immediately
before a meeting begins. Articles of incorporation or bylaws may not
authorize a quorum of fewer than the greater of the following:
(1) One-third (1/3) of the number of directors in office.
(2) Two (2) directors.
(b) If a quorum is present in person when a vote is taken, the
affirmative vote of a majority of directors:
(1) who are present in person; or
(2) in the case of a mutual benefit corporation that:
(A) is an electric cooperative; and
(B) has at least one (1) member that is a corporation formed
under IC 8-1-13;
who are present in person or by proxy as provided under section
5.5 of this chapter;
when the act is taken is the act of the board of directors unless this
article, articles of incorporation, or bylaws require the vote of a greater
number of directors.