Indiana § 23-17-30-4 Meetings impractical or impossible; court orders

Indiana Statutes

§ 23-17-30-4 — Meetings impractical or impossible; court orders

Indiana·Title 23 BUSINESS AND OTHER ASSOCIATIONS·Art. 17 NONPROFIT CORPORATIONS·Ch. 30 Miscellaneous Provisions

(a)If it is impractical or impossible for a corporation to call or conduct a meeting of the corporation's members, delegates, or directors or otherwise obtain their consent in the manner prescribed by the corporation's articles of incorporation, bylaws, or this article, upon petition of a director, an officer, a delegate, a member, or the attorney general the circuit or superior court of the county where a corporation's principal office is located may order that a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.

(b)The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actua

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(a) If it is impractical or impossible for a
corporation to call or conduct a meeting of the corporation's members,
delegates, or directors or otherwise obtain their consent in the manner
prescribed by the corporation's articles of incorporation, bylaws, or this
article, upon petition of a director, an officer, a delegate, a member, or
the attorney general the circuit or superior court of the county where a
corporation's principal office is located may order that a meeting be
called or that a written ballot or other form of obtaining the vote of
members, delegates, or directors be authorized in a manner that the
court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued under this section, provide for
a method of notice reasonably designed to give actual notice to all
persons who would be entitled to notice of a meeting held under the
articles of incorporation, bylaws, and this article, whether or not the
method results in actual notice to all persons or conforms to the notice
requirements that would otherwise apply. In a proceeding under this
section, the court may determine who the members or directors are.
(c) An order issued under this section may dispense with any
requirement relating to the holding of or voting at meetings or
obtaining votes, including any requirement concerning quorums or the
number or percentage of votes needed for approval, that would
otherwise be imposed by the articles of incorporation, bylaws, or this
article.
(d) When practical, an order issued under this section must limit the
subject matter of meetings or other forms of consent judicially
authorized to those items, including amendments to the articles of
incorporation or bylaws, for which the resolution may enable the
corporation to continue managing the corporation's affairs without
further resort to this section. However, an order under this section may
also authorize the obtaining of any votes and approvals that are
necessary for a dissolution, merger, or sale of assets.
(e) A meeting or other method of obtaining the vote of members,
delegates, or directors conducted pursuant to an order issued under this
section that complies with the order, is considered a valid meeting or
vote and has the same force and effect as if the meeting or method
complied with every requirement imposed by the articles of
incorporation, bylaws, and this article.

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