§ 8-1-17-9 — Certificates of membership; meetings of members; notice; quorum; votes required for action; elections

Indiana § 8-1-17-9

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 17: Telephones─Rural Telephone Cooperative Act

Text

(a) A cooperative corporation may issue to its
members certificates of membership and each member shall be entitled
to only one (1) vote on each question or election at any regular or
special meetings of the cooperative corporation.
(b) Meetings of members may be held at such place as may be
provided in the bylaws. An annual meeting of the members shall be
held at such time as may be provided by the bylaws. Special meetings
may be called by the board of directors, by a petition signed by not less
than five percent (5%) of all the members, or by such other officers or
persons as may be provided in the articles of incorporation or by the
bylaws.
(c) Written, printed, or electronic notice stating the place, day, and
hour of the meeting of members, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally, by mail, or electronically, by or
at the direction of the officers or persons calling the meeting, to each
member of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mails in a sealed envelope addressed to the member at the
member's address as it appears on the records of the cooperative
corporation, with postage prepaid. If transmitted electronically, the
notice is considered delivered when transmitted to the electronic mail
address or other address provided by the member for electronic
communications. Notice of meetings of members may be waived in
writing.
(d) Unless otherwise provided in the articles of incorporation, two
percent (2%) of the total of all the cooperative corporation's members
who either:
(1) are present in person at any meeting of members; or
(2) as authorized under subsection (g), cast votes before the date
of any meeting of members;
of which meeting notice shall have been given as provided in
subsection (c), shall constitute a quorum for the transaction of business
at such meeting.
(e) Except as provided in subsection (f), a majority vote of the total
number of members who either:
(1) are present in person and voting at; or
(2) as authorized under subsection (g), cast votes before the date
of;
any regular meeting, or at or before the date of any special meeting of
the members called for that purpose, shall be necessary for the taking
of any action, adoption of any resolution, or the election of any
directors or officers, or otherwise, as the case may be.
(f) This subsection applies to an election for a director of a
cooperative corporation held after March 20, 2006. A cooperative
corporation may provide in the corporation's bylaws that if more than
two (2) persons run for election as a director from the same district, the
person receiving the most votes is elected, regardless of whether that
person receives a majority of the total votes cast by those members who
either:
(1) are present in person and voting at; or
(2) as authorized under subsection (g), cast votes before the date
of;
the meeting at which the election occurs, with respect to the particular
district.
(g) A cooperative corporation may include a provision in the
cooperative corporation's articles of incorporation or in the cooperative
corporation's bylaws to allow any votes cast:
(1) after notice of a meeting of members is provided in
accordance with subsection (c); and
(2) before the date of the meeting of members;
whether cast in person, by mail, or by electronic ballot, to count toward
the quorum requirement set forth in subsection (d) or toward any
quorum requirement lawfully established in the cooperative
corporation's articles of incorporation or in the cooperative
corporation's bylaws.
Formerly: Acts 1951, c.193, s.9. As amended by P.L.97-1993,
SEC.5; P.L.145-1999, SEC.3 and P.L.198-1999, SEC.5; P.L.14-2006,
SEC.1; P.L.49-2018, SEC.4.