Skip to main content
Find a Lawyer

Indiana Code Title 23. Business and Other Associations § 23-17-10-1

Current as of January 02, 2024 | Updated by Findlaw Staff

Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held inside of or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

(d) A corporation's bylaws adopted under this chapter may provide that an annual or regular membership meeting will not be held in any place, but may instead be held solely by means of remote communication.  If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:

(1) determine the location of the annual or regular membership meeting;  or

(2) elect that the meeting will not be held at any place but solely by means of remote communication.

(e) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at an annual or regular membership meeting may do the following:

(1) Participate in the annual or regular membership meeting by means of remote communication.

(2) If the conditions under subsection (f) are met, be considered present in person and vote at the annual or regular membership meeting, regardless of whether the meeting is held in person or by means of remote communication.

(f) To conduct an annual or regular membership meeting by means of remote communication, a corporation must do the following:

(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.

(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.

(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.

(g) At the annual meeting:

(1) the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation;  and

(2) the members shall consider and act upon other matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(h) At regular meetings the members shall consider and act upon matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(i) The failure to hold an annual or a regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not do any of the following:

(1) Affect the validity of any corporate action.

(2) Work any forfeiture or dissolution of the corporation.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Indiana Code Title 23. Business and Other Associations § 23-17-10-1 - last updated January 02, 2024 | https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-17-10-1/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard