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23-1-33-1. Necessity of Board of Directors; Powers

Sec. 1. (a) Except as provided in subsection (c), each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the […]

23-1-33-1. Necessity of Board of Directors; Powers

Sec. 1. (a) Except as provided in subsection (c), each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the […]

23-1-33-10. Compensation

Sec. 10. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. As added by P.L.149-1986, SEC.17.

23-1-33-10. Compensation

Sec. 10. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. As added by P.L.149-1986, SEC.17.

23-1-33-2. Qualifications

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. As added by P.L.149-1986, SEC.17.

23-1-33-2. Qualifications

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. As added by P.L.149-1986, SEC.17.

23-1-33-3. Number of Directors; Time for Electing

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum […]

23-1-33-3. Number of Directors; Time for Electing

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum […]

23-1-33-4. Election of Directors by Classes of Shares

Sec. 4. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. Each class (or classes) of shares entitled to elect one (1) or more directors is […]

23-1-33-4. Election of Directors by Classes of Shares

Sec. 4. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. Each class (or classes) of shares entitled to elect one (1) or more directors is […]

23-1-33-5. Terms of Office

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other directors expire at: (1) the next; or (2) if the director’s terms are staggered in accordance with section 6 of this chapter, the applicable second or […]

23-1-33-5. Terms of Office

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other directors expire at: (1) the next; or (2) if the director’s terms are staggered in accordance with section 6 of this chapter, the applicable second or […]

23-1-33-6. Staggered Terms

Sec. 6. (a) The articles of incorporation or the bylaws may provide for staggering their terms by dividing the total number of directors into either: (1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or (2) if there are more than two (2) directors, three (3) […]

23-1-33-6. Staggered Terms

Sec. 6. (a) The articles of incorporation or the bylaws may provide for staggering their terms by dividing the total number of directors into either: (1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or (2) if there are more than two (2) directors, three (3) […]

23-1-33-7. Resignation

Sec. 7. (a) A director may resign at any time by delivering written notice: (1) to the board of directors, its chairman, or the secretary of the corporation; or (2) if the articles of incorporation or bylaws so provide, to another designated officer. (b) A resignation is effective when the notice is delivered unless the […]

23-1-33-7. Resignation

Sec. 7. (a) A director may resign at any time by delivering written notice: (1) to the board of directors, its chairman, or the secretary of the corporation; or (2) if the articles of incorporation or bylaws so provide, to another designated officer. (b) A resignation is effective when the notice is delivered unless the […]

23-1-33-8. Removal

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise. (b) If a director is elected by a voting group of shareholders, only the shareholders […]

23-1-33-8. Removal

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise. (b) If a director is elected by a voting group of shareholders, only the shareholders […]

23-1-33-9. Vacancies

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the board of directors may fill the vacancy; or (2) if the directors remaining in office constitute fewer than a quorum of the […]

23-1-33-9. Vacancies

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the board of directors may fill the vacancy; or (2) if the directors remaining in office constitute fewer than a quorum of the […]