Sec. 1. (a) 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, the corporation’s board of directors, subject to any limitation set forth in the articles of incorporation. As added […]
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.14-1992, SEC.163.
Sec. 2. (a) Except as provided in subsection (c), every director must, during the director’s whole term of service, be a citizen of the United States. A director must be at least eighteen (18) years of age. At least one-half (1/2) of the directors must reside in Indiana or within a distance of not to […]
Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The articles of incorporation or bylaws may provide that the number of directors may be determined by resolution of the board of directors. (b) […]
Sec. 4. (a) 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 at least one (1) authorized class of shares. (b) Each class of shares entitled to elect at least one (1) director is […]
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 the next annual shareholders’ meeting following their election unless the directors’ terms are staggered under section 6 of this chapter. (c) A decrease […]
Sec. 6. (a) The articles of incorporation or, if the articles of incorporation so authorize, the bylaws may provide for staggering the board of directors’ 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) […]
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 […]
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 for cause or, unless the articles of incorporation provide otherwise, without cause. (b) If a director is elected by a voting group of shareholders, only the […]
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 […]
