§ 28-13-10-5 — Quorum of board; effect of majority vote; presumption of assent to action taken; right of dissent or abstention

Indiana § 28-13-10-5

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 10: Meetings and Action of Board of Directors

Text

(a) Unless the articles of incorporation or
bylaws require a greater number, a quorum of a board of directors
consists of:
(1) a majority of the fixed number of directors if the corporation
has a fixed board size; or
(2) a majority of the number of directors prescribed under IC 28-13-9-3(b).
(b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors
unless a greater number is required by the articles of incorporation or
bylaws.
(c) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is taken
is considered to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting or
promptly upon the director's arrival to holding the meeting or
transacting business at the meeting;
(2) the director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(3) the director delivers written notice of the director's dissent or
abstention to the presiding officer of the meeting before the
meeting's adjournment or to the secretary of the corporation
immediately after adjournment of the meeting.
(d) The right of dissent or abstention is not available to a director
who votes in favor of the action taken.

Legislative History

As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993, SEC.95.