§ 8-1-17.5-12 — Board of directors; election of directors; terms; districts; remuneration for services; reimbursement; officers

Indiana § 8-1-17.5-12

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 17.5: Merger or Consolidation of Rural Electric

Text

(a) Each surviving corporation or successor
corporation formed under this chapter must have a board of directors
that constitutes the governing body of the surviving corporation or
successor corporation. Unless otherwise provided in the surviving
corporation's or successor corporation's bylaws, or in the surviving
corporation's or successor corporation's articles of incorporation, a
director of the surviving corporation or successor corporation must be:
(1) a member of the surviving corporation or successor
corporation;
(2) an officer, a director, or a partner of a member of the surviving
corporation or successor corporation; or
(3) an owner of a member of the surviving corporation or
successor corporation, if the member is a sole proprietorship.
(b) Directors, other than those named in the surviving corporation's
or successor corporation's bylaws or articles of incorporation, shall be
elected by those members entitled to vote for the surviving
corporation's or successor corporation's directors. Unless the surviving
corporation's or successor corporation's bylaws or articles of
incorporation provide otherwise, the directors shall be elected annually.
(c) The surviving corporation's or successor corporation's bylaws or
articles of incorporation may provide the following:
(1) That the directors may hold office for any stated period not
exceeding three (3) years.
(2) That the directors shall be elected so that the terms of one (1)
or more directors expire at any specified time.
(3) That only the number of directors needed to succeed those
whose terms are about to expire or to fill vacancies shall be
elected in any given year.
(4) That the areas in which the members of the surviving
corporation or successor corporation reside shall be apportioned
into districts. If the bylaws or articles of incorporation provide for
the creation of districts under this subdivision:
(A) the bylaws or articles of incorporation must prescribe the
procedure by which the members residing in any one (1) district
may nominate a director; and
(B) the bylaws or articles of incorporation may provide that the
person receiving the most votes in an election for a director
representing a district is the winner of the election, regardless
of whether the person receives a majority of the total votes cast
by members eligible to vote and voting in the election.
(5) That a fair remuneration may or shall be paid for the time
actually spent by the:
(A) officers;
(B) directors; or
(C) members of the executive committee;
of the surviving corporation or successor corporation in the
performance of their duties.
(d) The:
(1) officers;
(2) directors; or
(3) members of the executive committee;
of the surviving corporation or successor corporation are entitled to
reimbursement for expenses actually incurred in the performance of
their duties, regardless of whether the surviving corporation's or
successor corporation's bylaws or articles of incorporation provide for
remuneration for the performance of those duties under subsection
(c)(5).
(e) The board of directors of the surviving corporation or successor
corporation shall annually designate and elect those officers the board
considers necessary.

Legislative History

As added by P.L.18-2010, SEC.1.