CHAPTER 39. AMENDMENT OF BYLAWS
IC 23-1-39
Chapter 39. Amendment of Bylaws
IC 23-1-39-1
Power of board of directors
Sec. 1. Unless the articles of incorporation or section 4 of this
chapter provide otherwise, only a corporation's board of directors
may amend or repeal the corporation's bylaws.
As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009,
SEC.31.
IC 23-1-39-2
Bylaws fixing quorum or voting requirements; adoption or
amendment by shareholders
Sec. 2. (a) If expressly authorized by the articles of incorporation,
the shareholders may adopt or amend a bylaw that fixes a greater
quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by this article.
(b) A bylaw that fixes a greater quorum or voting requirement for
shareholders under subsection (a) may not be adopted, amended, or
repealed by the board of directors.
As added by P.L.149-1986, SEC.23.
IC 23-1-39-3
Bylaw fixing greater than majority quorum or voting requirement;
amendment or repeal
Sec. 3. (a) A bylaw that fixes a greater than majority quorum or
voting requirement for action by the board of directors may be
amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders; or
(2) if originally adopted by the board of directors, only by the
board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a
greater than majority quorum or voting requirement for action by the
board of directors may provide that it may be amended or repealed
only by a specified vote of either the shareholders or the board of
directors.
(c) Action by the board of directors under subsection (a)(2) to
adopt or amend a bylaw that changes the quorum or voting
requirement for action by the board of directors must meet the same
quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
As added by P.L.149-1986, SEC.23. Amended by P.L.3-2008,
SEC.164.
IC 23-1-39-4
Voting procedures
Sec. 4. (a) This section does not apply to any corporation that has
a class of voting shares registered with the Securities and Exchange
Commission under Section 12 of the Securities Exchange Act of
1934.
(b) Unless the articles of incorporation specifically prohibit the
adoption of a bylaw under this section, alter the vote specified in
IC 23-1-30-9(a), or provide for cumulative voting, a corporation may
elect in the corporation's bylaws to be governed in the election of
directors as follows:
(1) Each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of
directors to be elected, or a shareholder may indicate an
abstention, but without cumulating the votes.
(2) To be elected, a nominee must have received a plurality of
the votes cast by holders of shares entitled to vote in the
election at a meeting at which a quorum is present. However, a
nominee who is elected but receives more votes against than for
election shall serve as a director for a term that ends on the date
that is the earlier of:
(A) ninety (90) days after the date on which the voting
results are determined; or
(B) the date on which an individual is selected by the board
of directors to fill the office held by the director, which
selection constitutes the filling of a vacancy by the board to
which IC 23-1-33-9 applies.
Subject to subdivision (3), a nominee who is elected but
receives more votes against than for election shall not serve as
a director beyond the ninety (90) day period described in clause
(A).
(3) The board of directors may select a qualified individual to
fill the office held by a director who received more votes
against than for election.
(c) Subsection (b) does not apply to an election of directors by a
voting group if:
(1) at the expiration of the time fixed under a provision
requiring advance notification of director candidates; or
(2) absent a provision described in subdivision (1), at a time
fixed by the board of directors that is not more than fourteen
(14) days before notice is given of the meeting at which the
election is to occur;
there are more candidates for election by the voting group than the
number of directors to be elected, one (1) or more of whom are
properly proposed by shareholders. An individual is not considered
a candidate for purposes of this subsection if the board of directors
determines before the notice of meeting is given that the individual's
candidacy does not create a bona fide election contest.
(d) A bylaw under which a corporation elects to be governed by
this section may be repealed:
(1) if originally adopted by the shareholders, only by the
shareholders, unless the bylaw otherwise provides; or
(2) if adopted by the board of directors, by the board of
directors.
As added by P.L.133-2009, SEC.32.