§ 27-1-7-10 — Board of directors; general provisions; management of business; executive committee; removal of directors

(a) The business of every corporation shall be
managed by a board of directors, composed of not less than five (5) nor
more than the maximum number fixed in the articles of incorporation.
The exact number of directors to serve for each year shall be
determined from time to time, in such manner as the bylaws prescribe.
(b) The first board of directors shall be elected by the incorporators
and shall hold office until the first annual meeting of the shareholders,
members or policyholders. At the first annual meeting of the
shareholders, members or policyholders, and at each annual meeting
thereafter, directors shall be elected by the shareholders, members or
policyholders for the term or terms hereinafter prescribed.
(c) The articles of incorporation or the bylaws may provide that the
directors may be divided into two (2) or more classes whose terms of
office expire at different times, but no term shall continue longer than
six (6) years. In the absence of such provision, each director, except
members of the first board of directors, shall be elected for a term of
one (1) year and shall hold office until the director's successor is
elected and has qualified.
(d) Any vacancy which may occur in the membership of the board
of directors, caused by an increase in the number of directors or
otherwise (except death, resignation, or disqualification), shall be filled
by a majority vote of the remaining members of the board, until the
next annual meeting of the shareholders, members or policyholders. A
vacancy in the membership in the board of directors caused by death,
resignation or disqualification of a member shall be filled by a majority
vote of the remaining membership of the board for the unexpired term
of the directorship.
(e) A majority of the whole board of directors is necessary to
constitute a quorum for the transaction of any business except the
filling of vacancies, and the act of a majority of the board of directors
present at any meeting at which a quorum is present is the act of the
board of directors, unless a greater number is required by this article,
or by the articles of incorporation or the bylaws.
(f) The board of directors may, by a resolution adopted by a majority
of the whole board, pursuant to a provision of the bylaws, designate
two (2) or more of their number to constitute an executive committee,
which, to the extent provided in that resolution or in the bylaws, has all
of the authority of the board of directors in the management of the
corporation, during the interval between the meetings of the board, but
the designation of the committee and the delegation to the committee
of such authority does not operate to relieve the board of directors or
any member of the board of directors of any responsibility imposed
upon it or the member by this article. The minutes of each meeting of
the executive committee shall be read at the next succeeding meeting
of the board of directors.
(g) Meetings of the board of directors may be held at such time at
the principal office of the corporation or at such other place as may be
unanimously designated by the board of directors, and upon the notice
provided in the bylaws. Unless otherwise provided by the articles of
incorporation or bylaws, a member of the board of directors or of a
committee designated by the board may participate in a meeting of the
board or committee by means of a conference telephone or similar
communications equipment by which all persons participating in the
meeting can communicate with each other, and participation by these
means constitutes presence in person at the meeting.
(h) Unless otherwise provided in the articles of incorporation or
bylaws, an action required or permitted to be taken at a meeting of the
board of directors or of a committee of the board may be taken without
a meeting if:
(1) before the action is taken, a written consent to the action is
signed by all members of the board or of the committee; and
(2) the written consent is filed with the minutes of the
proceedings of the board or the committee.
(i) Every director, when elected, shall take and subscribe an oath
that he will, insofar as the duty devolves upon him, faithfully, honestly
and diligently administer the affairs of such corporation, and that he
will not knowingly violate or willingly permit to be violated any of the
provisions of law applicable to any such corporation.
(j) A director may be removed in any manner provided by the
articles of incorporation. Unless the articles of incorporation provide
otherwise, a director may be removed, with or without cause, by a
majority vote of:
(1) the shareholders of a stock company;
(2) the members or policyholders of a mutual company qualified
to elect directors; or
(3) the directors.
(k) A director may be removed under this subsection:
(1) only at a meeting called for the purpose of removing the
director; and
(2) the meeting notice must state that the purpose, or one (1) of
the purposes, of the meeting is removal of the director.
Formerly: Acts 1935, c.162, s.88; Acts 1969, c.164, s.4; Acts
1971, P.L.1, SEC.7. As amended by Acts 1982, P.L.161, SEC.1;
P.L.266-1987, SEC.3.