Indiana Code Title 23. Business and Other Associations § 23-1-34-6

(1) a majority of all the directors in office when the action is taken;  or

(2) the number of directors required by the articles of incorporation or bylaws to take action under section 5 of this chapter.

(1) authorize distributions, except a committee (or an executive officer of the corporation designated by the board of directors) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the board of directors;

(2) approve or propose to shareholders action that this article requires to be approved by shareholders;

(3) fill vacancies on the board of directors or on any of its committees;

(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;

(5) adopt, amend, or repeal bylaws;

(6) approve a plan of merger not requiring shareholder approval;  or

(7) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except the board of directors may authorize a committee (or an executive officer of the corporation designated by the board of directors) to take the action described in this subdivision within limits prescribed by the board of directors.