§ 8-1-17.5-14 — Certificates of membership; meetings of members; notice; quorum; election of directors from districts

Indiana § 8-1-17.5-14

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

Text

(a) A surviving corporation or successor
corporation may issue to its members certificates of membership, and
each member is entitled to only one (1) vote on each question or
election at any regular or special meeting of the surviving corporation
or successor corporation.
(b) Meetings of members may be held at any place provided for in
the bylaws. An annual meeting of the members shall be held at the time
provided for in the bylaws.
(c) Unless otherwise provided in the bylaws or articles of
incorporation of the surviving corporation or successor corporation, the
following apply:
(1) Special meetings may be called:
(A) by the board of directors;
(B) upon a petition signed by at least five percent (5%) of all
the members; or
(C) by any other officers or persons as may be provided in the
articles of incorporation or the bylaws.
(2) Written, printed, or electronic notice stating the place, date,
and time of a meeting of members and, in the case of a special
meeting, each purpose for which the meeting is called, shall be
delivered not less than ten (10) days or 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
the meeting. If mailed, the notice is considered delivered when
deposited in the United States mail in a sealed envelope addressed
to the member at the member's address as it appears on the
records of the surviving corporation or successor 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.
(3) Unless otherwise provided in the articles of incorporation, two
percent (2%) of the total of all members who either:
(A) are present in person at any meeting of members; or
(B) as authorized under subsection (e), cast votes before the
date of any meeting of members;
for which notice has been given as provided in subdivision (2)
constitutes a quorum for the transaction of business at the
meeting.
(4) Except as provided in subsection (d) or as otherwise
specifically provided in this chapter, a majority vote of the total
number of members who either:
(A) are present in person and voting at; or
(B) as authorized under subsection (e), cast votes before the
date of;
any regular meeting, or at or before the date of any special
meeting called at least in part for the purpose of the vote, is
necessary for the taking of any action, the adoption of any
resolution, or the election of any directors or officers, as
applicable.
(d) As provided in section 12(c)(4) of this chapter, the bylaws or
articles of incorporation of the surviving corporation or successor
corporation may provide 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 (e), cast votes before the date
of;
the meeting at which the election occurs, with respect to the particular
district.
(e) A surviving corporation or successor corporation may include a
provision in the corporation's articles of incorporation or in the
corporation's bylaws to allow any votes cast:
(1) after notice of a meeting of members is provided in
accordance with subsection (c)(2); 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 (c)(3) or toward any
quorum requirement lawfully established in the surviving corporation's
or successor corporation's articles of incorporation or in the surviving
corporation's or successor corporation's bylaws.

Legislative History

As added by P.L.18-2010, SEC.1. Amended by P.L.49-2018, SEC.9.