Indiana Code 28-13-10-5. Quorum of board; effect of majority vote; presumption of assent to action taken; right of dissent or abstention
(1) a majority of the fixed number of directors if the corporation has a fixed board size; or
Terms Used In Indiana Code 28-13-10-5
- 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.
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Quorum: The number of legislators that must be present to do business.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless a greater number is required by the articles of incorporation or bylaws.
(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting or promptly upon the director’s arrival to holding the meeting or transacting business at the meeting;
(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the secretary of the corporation immediately after adjournment of the meeting.
(d) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
As added by P.L.14-1992, SEC.163. Amended by P.L.42-1993, SEC.95.