Indiana Code Title 23. Business and Other Associations § 23-17-15-5.5

Sec. 5.5. (a) This section applies only to a mutual benefit corporation that:

(b) A director of a mutual benefit corporation described in subsection (a) may vote in person or by proxy.

(c) Unless articles of incorporation or bylaws limit proxy voting, a director of a mutual benefit corporation described in subsection (a) may appoint a proxy to act for the director. A director may appoint a proxy by signing an appointment form:

(d) A proxy appointed under subsection (c) must be another member of the board of directors of the member that is represented by the director who appoints the proxy.

(e) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months, unless the appointment form conspicuously states that the appointment is for a shorter or longer period.

(f) An appointment of a proxy is revocable by the proxy.

(g) The death of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority unless notice of the death is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(h) The incapacity of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority.

(i) Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a mutual benefit corporation described in subsection (a) may accept the proxy's vote or other action as that of the director making the appointment.