Indiana Code
Chapter 15. Meetings and Action of Board of Directors
23-17-15-5. Quorum; Affirmative Vote of Majority of Directors Constitutes Act of Board

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:
(1) One-third (1/3) of the number of directors in office.
(2) Two (2) directors.
(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:
(1) who are present in person; or
(2) in the case of a mutual benefit corporation that:
(A) is an electric cooperative; and
(B) has at least one (1) member that is a corporation formed under IC 8-1-13;
who are present in person or by proxy as provided under section 5.5 of this chapter;
when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.98-2017, SEC.1.

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