Sec. 2. (a) A corporation with members must hold a special meeting of members as follows:

(1) On call of the corporation’s president or board of directors or other person, including a member or an officer, specifically authorized to do so by the articles of incorporation or bylaws.

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Terms Used In Indiana Code 23-17-10-2

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, if the holders of at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary at least one (1) written demand for the meeting describing the purpose for which the meeting is to be held.

     (b) Unless otherwise provided under section 7 of this chapter, the close of business on the thirtieth day before delivery of the demand for a special meeting to a corporate officer is the record date for the purpose of determining if the ten percent (10%) requirement of subsection (a) has been met.

     (c) If a notice for a special meeting demanded under subsection (a)(2) is not given under section 5 of this chapter within thirty (30) days after the date the written demand is delivered to the corporation’s secretary, regardless of the requirements of subsection (d), a person signing the demand may do the following:

(1) Set the time and place of the meeting.

(2) Give notice under section 5 of this chapter.

     (d) A special meeting of members may be held inside or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

     (e) The bylaws may provide that a special 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 special meeting; or

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

     (f) 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 a special meeting of members may:

(1) participate in the special meeting of members by means of remote communication; and

(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of members, regardless of whether the meeting is held at a designated place or solely by means of remote communication.

     (g) To conduct a special meeting by means of remote communication, the 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.

     (h) Only those matters that are within the purposes described in the meeting notice required under section 5 of this chapter may be conducted at a special meeting of members.

As added by P.L.179-1991, SEC.1. Amended by P.L.206-2021, SEC.8.

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