Indiana § 23-17-10-1 - Annual and regular membership meetings; meetings and participation by remote communication

§ 23-17-10-1. Annual and regular membership meetings; meetings and participation by remote communication

Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held inside of or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

(d) A corporation's bylaws adopted under this chapter may provide that an annual or regular membership meeting will not be held in any place, but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:

(1) determine the location of the annual or regular membership meeting; or

(2) elect that the meeting will not be held at any place but solely by means of remote communication.

(e) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at an annual or regular membership meeting may do the following:

(1) Participate in the annual or regular membership meeting by means of remote communication.

(2) If the conditions under subsection (f) are met, be considered present in person and vote at the annual or regular membership meeting, regardless of whether the meeting is held in person or by means of remote communication.

(f) To conduct an annual or regular membership meeting by means of remote communication, a corporation must do the following:

(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.

(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.

(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.

(g) At the annual meeting:

(1) the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation; and

(2) the members shall consider and act upon other matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(h) At regular meetings the members shall consider and act upon matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(i) The failure to hold an annual or a regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not do any of the following:

(1) Affect the validity of any corporate action.

(2) Work any forfeiture or dissolution of the corporation.

As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.7.