§ 27-1-7-7 — Meetings of shareholders, members, or policyholders; location; annual meeting; special meetings; notice; quorum; actions taken without meeting

(a) All meetings of shareholders, members, or
policyholders shall be held within this state and at the principal office
of the corporation, unless otherwise provided in the articles of
incorporation.
(b) An annual meeting of shareholders, members, or policyholders
shall be held within five (5) months after the close of each fiscal year
of the corporation and at such time within that period as the bylaws
may provide. The failure to hold the annual meeting at the designated
time shall not work any forfeiture or a dissolution of the corporation.
The time and place of such annual meeting of a mutual company may
be stated in the policies thereof or notice of such meeting shall be given
as provided in subsection (d).
(c) Special meetings of the shareholders, members, or policyholders
may be called by the president, by the board of directors, by
shareholders, members, or policyholders holding not less than
one-fourth (1/4) of all of the shares or policies outstanding and entitled
by the articles of incorporation to vote on the business proposed to be
transacted thereat, or by such other officers or persons as the bylaws
may provide.
(d) A written or printed notice stating the place, day, and hour of the
meeting, and in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or mailed by the
secretary, or by the officers or persons calling the meeting, to each
shareholder, member, or policyholder of record, entitled by the articles
of incorporation and by this article to vote at such meeting, at such
address as appears upon the records of the corporation, at least thirty
(30) days before the date of the meeting. Notice of any meeting of the
shareholders, members, or policyholders may be waived in writing by
any shareholder, member, or policyholder if the waiver sets forth in
reasonable detail the purpose or purposes for which the meeting is
called and the time and place thereof. Attendance at any meeting in
person or by proxy shall constitute a waiver of notice of such meeting.
(e) Unless otherwise provided in the articles of incorporation or by
the provisions of this article or the bylaws, at any meeting of the
shareholders, members, or policyholders, a majority of the shares of the
outstanding capital stock entitled by the articles of incorporation to
vote at such meeting or in the case of a company other than a stock
company, not less than ten percent (10%) of the policyholders or
members entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum.
(f) Unless otherwise provided in the articles of incorporation or
bylaws, action to be taken at a meeting of shareholders, members, or
policyholders may be taken without a meeting if the action is taken by
all the shareholders, members, or policyholders entitled to vote on the
action. The action must be evidenced by one (1) or more written
consents that:
(1) describe the action taken;
(2) are signed by all the shareholders, members, or policyholders
entitled to vote on the action; and
(3) are delivered to the corporation for inclusion in the minutes or
for filing with the corporate records.
(g) The record date for determining shareholders, members, or
policyholders entitled to take action without a meeting is the date the
first shareholder, member, or policyholder signs the consent under
subsection (f).
(h) Action taken under subsection (f) is effective when the last
shareholder, member, or policyholder signs the consent, unless the
consent specifies a different prior or subsequent effective date.
(i) A consent signed under subsection (f) has the effect of a meeting
vote and may be described as a meeting vote in any document.
Formerly: Acts 1935, c.162, s.85; Acts 1965, c.6, s.1. As
amended by P.L.252-1985, SEC.28; P.L.185-1997, SEC.1.