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23-1-30-1. Shareholders’ List

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show […]

23-1-30-1. Shareholders’ List

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show […]

23-1-30-2. Shares Entitled to Vote

Sec. 2. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. (b) Absent special circumstances, the shares of a corporation […]

23-1-30-2. Shares Entitled to Vote

Sec. 2. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. (b) Absent special circumstances, the shares of a corporation […]

23-1-30-3. Voting of Shares; Appointment of Proxy

Sec. 3. (a) A shareholder may vote the shareholder’s shares in person or by proxy. (b) A shareholder may authorize a person or persons to act for the shareholder as proxy by any of the following: (1) A shareholder or the shareholder’s designated officer, director, employee, or agent may execute a writing by: (A) signing […]

23-1-30-3. Voting of Shares; Appointment of Proxy

Sec. 3. (a) A shareholder may vote the shareholder’s shares in person or by proxy. (b) A shareholder may authorize a person or persons to act for the shareholder as proxy by any of the following: (1) A shareholder or the shareholder’s designated officer, director, employee, or agent may execute a writing by: (A) signing […]

23-1-30-4. Beneficial Owners of Shares; Recognition Procedure; Disclosure Procedure

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure. (b) A corporation may establish a disclosure procedure by […]

23-1-30-4. Beneficial Owners of Shares; Recognition Procedure; Disclosure Procedure

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure. (b) A corporation may establish a disclosure procedure by […]

23-1-30-5. Acceptance of Signature

Sec. 5. (a) If the name signed on or submitted with a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (b) If […]

23-1-30-5. Acceptance of Signature

Sec. 5. (a) If the name signed on or submitted with a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (b) If […]

23-1-30-6. Voting Group; Quorum

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article provide otherwise, a majority of the votes entitled to be cast on the […]

23-1-30-6. Voting Group; Quorum

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article provide otherwise, a majority of the votes entitled to be cast on the […]

23-1-30-7. Voting Groups; Method of Taking Action

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter. (b) If the articles of incorporation or this article provide for voting […]

23-1-30-7. Voting Groups; Method of Taking Action

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter. (b) If the articles of incorporation or this article provide for voting […]

23-1-30-9. Election of Directors; Cumulative Voting

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a right to cumulate their votes for directors unless the articles […]

23-1-30-9. Election of Directors; Cumulative Voting

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a right to cumulate their votes for directors unless the articles […]