Indiana § 23-1-34-2 - Action taken without a meeting; consent
Full text of Indiana Indiana Code § 23-1-34-2 — Action taken without a meeting; consent, with citation guidance and answers to common questions.
§ 23-1-34-2. Action taken without a meeting; consent
Sec. 2. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this article to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be:
(1) evidenced by one (1) or more written consents describing the action taken;
(2) signed by each director;
(3) included in the minutes or filed with the corporate records reflecting the action taken; and
(4) delivered to the secretary.
(b) Action taken under this section is effective when the last director signs the consent, unless:
(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or
(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.
A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).
As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-1-34-2
What does Indiana Code § 23-1-34-2 cover?
Section 23-1-34-2 ("Action taken without a meeting; consent") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 23-1-34-2?
A common citation format is "Indiana Code § 23-1-34-2" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-1-34-2 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.