Indiana Code Title 8. Utilities and Transportation § 8-1-13-6

Sec. 6.  (a) Each corporation formed under this chapter shall have a board of directors that constitutes the governing body of the corporation.  The directors must be members, or if the corporation's bylaws so provide, a member's officers, directors, or partners, or the owner of a member that is a sole proprietorship may be directors of the corporation. Directors other than those named in the corporation's articles of incorporation shall be elected by the members entitled to vote for the directors.  Unless the bylaws of the corporation provide otherwise, the directors shall be elected annually.  The bylaws may provide that:

(b) The bylaws may provide that the territory where the members of the corporation reside be apportioned into districts and prescribe the procedure by which the members residing in any one (1) district may nominate a director.

(c) The bylaws may specify a fair remuneration for the time actually spent by its officers, directors, and members of its executive committee in the performance of their duties and provide that the remuneration be paid to the officers, directors, and members of the executive committee.  The officers, directors, and members of the executive committee are entitled to reimbursement for expenses incurred in the performance of their duties whether or not the bylaws provide that they be remunerated for their time spent in the performance of those duties.  The board shall annually designate and elect those officers it considers necessary.