Section 8-1-13-8 - Membership certificates; meetings of members(a) A corporation may issue to its members certificates of membership and each member shall be entitled to only one (1) vote at any regular or special meeting of the corporation.(b) Meetings of members may be held at such place as may be provided in the by-laws. An annual meeting of the members shall be held at such time as may be provided by the by-laws. Special meetings may be called by the president, by the board of directors, by a petition signed by not less than one-twentieth (1/20) of all the members, or by such other officers or persons as may be provided in the articles of incorporation or the by-laws.(c) Written, printed, or electronic notice stating the place, day and hour of the meeting of members, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, personally, by mail, or electronically, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope addressed to the member at the member's address as it appears on the records of the corporation, with postage thereon prepaid. If transmitted electronically, the notice is considered delivered when transmitted to the electronic mail address or other address provided by the member for electronic communications. Notice of meetings of members may be waived in writing.(d) Unless otherwise provided in the articles of incorporation, one-fiftieth (1/50) of the total of all the corporation's members who either:(1) are present in person at any meeting of members; or(2) as authorized under subsection (f), cast votes before the date of any meeting of members; of which meeting notice shall have been given as provided in subsection (c), shall constitute a quorum for the transaction of business at such meeting.
(e) Except as otherwise specifically provided in this chapter, a majority vote of the total number of members who either: (1) are present in person and voting at; or(2) as authorized under subsection (f), cast votes before the date of; any regular meeting, or at or before the date of any special meeting of the members called for that purpose, shall be necessary for the taking of any action, adoption of any resolution, or the election of any directors, or otherwise, as the case may be. Provided, that if more than two (2) persons are running for election as a director from the same district then the person receiving the most votes shall be elected.
(f) A corporation may include a provision in the corporation's articles of incorporation or in the corporation's bylaws to allow any votes cast: (1) after notice of a meeting is provided in accordance with subsection (c); and(2) before the date of a meeting of the members; whether cast in person, by mail, or by electronic ballot, to count toward the quorum requirement set forth in subsection (d) or toward any quorum requirement lawfully established in the corporation's articles of incorporation or in the corporation's bylaws.
Amended by P.L. 49-2018,SEC. 1, eff. 7/1/2018.Amended by P.L. 171-2017,SEC. 2, eff. 7/1/2017.(Formerly: Acts 1935, c.175, s.8; Acts 1937, c.258, s.5.) As amended by Acts1977 , P.L. 102, SEC.1.