Indiana § 23-17-11-9 - Acceptance or rejection of votes; liability; validity of corporate action

§ 23-17-11-9. Acceptance or rejection of votes; liability; validity of corporate action

Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member if the following conditions exist:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.

(2) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.

(3) At least two (2) persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.

(4) In the case of a mutual benefit corporation the following conditions exist:

(A) The name signed purports to be that of an administrator, an executor, a guardian, or a conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(c) The corporation may reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about any of the following:

(1) The validity of the signature on the vote, consent, waiver, or proxy appointment.

(2) The signatory's authority to sign for the member.

(d) A corporation and a corporation's officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) A corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

As added by P.L.179-1991, SEC.1.

IC 23-17-12Chapter 12. Directors

23-17-12-1Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers 23-17-12-2Qualifications 23-17-12-3Number of directors; increase or decrease in number 23-17-12-4Time and method of election 23-17-12-5Term 23-17-12-6Staggered terms 23-17-12-7Resignation 23-17-12-8Removal of director by vote of members 23-17-12-9Removal of director by vote of directors 23-17-12-10Removal of director by vote of directors; reasons set forth in articles of incorporation or in bylaws 23-17-12-11Religious corporations; removal of directors 23-17-12-12Removal of designated or appointed directors 23-17-12-13Removal by court order 23-17-12-14Filling vacancies 23-17-12-15Compensation