Indiana § 28-13-9-9 Vacancies; filling known future vacancies; temporary appointment by
director of department

Indiana Statutes

§ 28-13-9-9 — Vacancies; filling known future vacancies; temporary appointment by director of department

Indiana § 28-13-9-9

Art. 13CORPORATE GOVERNANCE

Ch. 9Board of Directors Generally

This text of Indiana § 28-13-9-9 (Vacancies; filling known future vacancies; temporary appointment by director of department) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 28-13-9-9 (2026).

Text

(a)Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1)the board of directors may fill the vacancy; or

(2)if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b)If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c)A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 7(b) of this chapter or othe

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(a) Unless the articles of incorporation provide
otherwise, if a vacancy occurs on a board of directors, including a
vacancy resulting from an increase in the number of directors:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a
quorum of the board, the directors may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in
office.
(b) If the vacant office was held by a director elected by a voting
group of shareholders, only the holders of shares of that voting group
are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date by reason of a
resignation effective at a later date under section 7(b) of this chapter or
otherwise may be filled before the vacancy occurs. However, the new
director may not take office until the vacancy occurs.
(d) If a vacancy is not filled through a corporation's normal process
for filing vacancies within a time considered reasonable by the
department, the director of the department may make a temporary
appointment to the board of directors to fill the vacancy. The director
of the department shall appoint a person whom the director considers
capable of providing competent leadership and decision making ability.
A person appointed to a board of directors under this subsection shall
serve on the board until the corporation fills the position through the
corporation's normal process for filing vacancies on the board.
However, a person appointed to a board of directors by the director of
the department under this subsection may not serve on the board for
more than two (2) years, unless the person is selected to fill the vacancy
through the corporation's normal process for filling vacancies. For
purposes of this subsection, in determining whether a corporation has
had a reasonable period in which to fill a vacancy, the department shall
consider the following:
(1) The financial condition of the corporation.
(2) The number of remaining board members.
(3) The likelihood the board of directors will be able to establish
a quorum for the transaction of business.
(4) The potential harm to the corporation that could result without
an appointment under this subsection.