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 […]
23-1-30-8. Special Voting Requirements in Articles of Incorporation
Sec. 8. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this article. As added by P.L.149-1986, SEC.14.
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 […]
23-1-30-5. 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 […]
23-1-30-1. 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 […]
23-1-30-3. 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 […]
23-1-30-5. 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 […]