§ 27-1-7-8 — Voting rights of shareholders; shares that cannot be voted; voting by particular shareholders; proxy votes

Indiana § 27-1-7-8

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 1: DEPARTMENT OF INSURANCE
• Ch. 7: General Corporate Powers and Responsibilities of

Text

(a) Except as otherwise provided in the articles
of incorporation or in this section, every shareholder in a stock
insurance company shall have the right, at every shareholders' meeting,
to one (1) vote for each share of stock standing in the shareholder's
name on the books of the corporation. No share shall be voted at any
meeting:
(1) which shall have been transferred on the books of the
corporation within such number of days, not exceeding fifty (50),
next preceding the date of such meeting as the board of directors
shall determine, or, in the absence of such determination, within
ten (10) days next preceding the date of such meeting; or
(2) which belongs to the corporation that issued it.
(b) Shares standing in the name of a corporation, other than the
issuing corporation, may be voted by such officer, agent or proxy as the
board of directors of such corporation may appoint or as the by-laws of
such corporation may prescribe.
(c) Shares held by fiduciaries may be voted by the fiduciaries in
such manner as the instrument or order appointing such fiduciaries may
direct. In the absence of such direction, or the inability of the
fiduciaries to act in accordance therewith, the following provisions
shall apply:
(1) Where shares are held jointly by three (3) or more fiduciaries,
such shares shall be voted in accordance with the will of the
majority.
(2) Where the fiduciaries, or a majority of them, can not agree, or
where they are equally divided upon the question of voting such
shares, any court having general equity jurisdiction may, upon
petition filed by any of such fiduciaries, or by any party in
interest, direct the voting of such shares as it may deem to be for
the best interest of the beneficiaries, and such shares shall be
voted in accordance with such direction.
(d) Unless otherwise provided in the agreement of pledge, or in the
by-laws of the corporation, shares that are pledged may be voted by the
shareholder pledging such shares until the shares shall have been
transferred to the pledgee on the books of the corporation, and
thereafter such shares may be voted by the pledgee.
(e) Shares issued and held in the names of two (2) or more persons
shall be voted in accordance with the will of the majority, and if a
majority of them can not agree, or if they are equally divided as to the
voting of such shares, the shares shall be divided equally between or
among such persons for voting purposes.
(f) A shareholder, including any fiduciary, may vote either in person
or by proxy executed in writing by the shareholder or a duly authorized
attorney in fact. Unless a longer time is expressly provided in the
proxy, a proxy is not valid after eleven (11) months from the date of its
execution.
Formerly: Acts 1935, c.162, s.86. As amended by Acts 1981,
P.L.234, SEC.1; P.L.136-2018, SEC.149.