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IC 23-1-33-1
Necessity of board of directors; powers
Sec. 1. (a) Except as provided in subsection (c), each corporation
must have a board of directors.
(b) All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation managed
under the direction of, its board of directors, subject to any limitation
set forth in the articles of incorporation.
(c) A corporation having fifty (50) or fewer shareholders may
dispense with the board of directors or limit the authority of the
board by describing in its articles of incorporation who will perform
some or all of the duties of the board of directors. If a corporation
elects to dispense with or limit the authority of the board of directors,
any reference to the board of directors by this article also includes
those persons described in the articles of incorporation who will
perform the duties of the board of directors.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-2
Qualifications
Sec. 2. The articles of incorporation or bylaws may prescribe
qualifications for directors. A director need not be a resident of this
state or a shareholder of the corporation unless the articles of
incorporation or bylaws so prescribe.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-3
Number of directors; time for electing
Sec. 3. (a) A board of directors must consist of one (1) or more
individuals, with the number specified in or fixed in accordance with
the articles of incorporation or bylaws.
(b) The articles of incorporation or bylaws may establish a
variable range for the size of the board of directors by fixing a
minimum and maximum number of directors. If a variable range is
established, the number of directors may be fixed or changed from
time to time, within the minimum and maximum, by the board of
directors.
(c) Directors are elected at the first annual shareholders' meeting
and at each annual meeting thereafter unless their terms are staggered
under section 6 of this chapter.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-4
Election of directors by classes of shares
Sec. 4. If the articles of incorporation authorize dividing the
shares into classes, the articles may also authorize the election of all
or a specified number of directors by the holders of one (1) or more
authorized classes of shares. Each class (or classes) of shares entitled
to elect one (1) or more directors is a separate voting group for
purposes of the election of directors.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-5
Terms of office
Sec. 5. (a) The terms of the initial directors of a corporation
expire at the first shareholders' meeting at which directors are
elected.
(b) The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are
staggered under section 6 of this chapter.
(c) A decrease in the number of directors does not shorten an
incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the
end of the term for which the director's predecessor was elected.
(e) Despite the expiration of a director's term, the director
continues to serve until a successor is elected and qualifies or until
there is a decrease in the number of directors.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-6
Staggered terms
Sec. 6. (a) The articles of incorporation or the bylaws may provide
for staggering their terms by dividing the total number of directors
into either:
(1) two (2) groups, with each group containing one-half (1/2) of
the total, as near as may be; or
(2) if there are more than two (2) directors, three (3) groups,
with each group containing one-third (1/3) of the total, as near
as may be.
(b) In the event that terms are staggered under subsection (a), the
terms of directors in the first group expire at the first annual
shareholders' meeting after their election, the terms of the second
group expire at the second annual shareholders' meeting after their
election, and the terms of the third group, if any, expire at the third
annual shareholders' meeting after their election. At each annual
shareholders' meeting held thereafter, directors shall be chosen for a
term of two (2) years or three (3) years, as the case may be, to
succeed those whose terms expire.
As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987,
SEC.9; P.L.277-2001, SEC.5.
IC 23-1-33-7
Resignation
Sec. 7. (a) A director may resign at any time by delivering written
notice:
(1) to the board of directors, its chairman, or the secretary of the
corporation; or
IC 23-1-33-8
Removal
Sec. 8. (a) Directors may be removed in any manner provided in
the articles of incorporation. In addition, the shareholders or directors
may remove one (1) or more directors with or without cause unless
the articles of incorporation provide otherwise.
(b) If a director is elected by a voting group of shareholders, only
the shareholders of that voting group may participate in the vote to
remove that director.
(c) If cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect the director under
cumulative voting is voted against the director's removal. If
cumulative voting is not authorized, a director may be removed only
if the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director.
(d) A director may be removed by the shareholders, if they are
otherwise authorized to do so, only at a meeting called for the
purpose of removing the director and the meeting notice must state
that the purpose, or one (1) of the purposes, of the meeting is
removal of the director.
As added by P.L.149-1986, SEC.17.
IC 23-1-33-9
Vacancies
Sec. 9. (a) Unless the articles of incorporation provide otherwise,
if a vacancy occurs on a board of directors, including a vacancy
resulting from an increase in the number of directors:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in
office.
(b) If the vacant office was held by a director elected by a voting
group of shareholders, only the holders of shares of that voting group
are entitled to vote to fill the vacancy if it is filled by the
shareholders.
(c) A vacancy that will occur at a specific later date (by reason of
a resignation effective at a later date under section 7(b) of this
chapter or otherwise) may be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs.
As added by P.L.149-1986, SEC.17.