Indiana Code
Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies
27-1-7-7. Meetings of Shareholders, Members, or Policyholders; Location; Annual Meeting; Special Meetings; Notice; Quorum; Actions Taken Without Meeting

Sec. 7. (a) All meetings of shareholders, members, or policyholders shall be held within this state and at the principal office of the corporation, unless otherwise provided in the articles of incorporation.
(b) An annual meeting of shareholders, members, or policyholders shall be held within five (5) months after the close of each fiscal year of the corporation and at such time within that period as the bylaws may provide. The failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the corporation. The time and place of such annual meeting of a mutual company may be stated in the policies thereof or notice of such meeting shall be given as provided in subsection (d).
(c) Special meetings of the shareholders, members, or policyholders may be called by the president, by the board of directors, by shareholders, members, or policyholders holding not less than one-fourth (1/4) of all of the shares or policies outstanding and entitled by the articles of incorporation to vote on the business proposed to be transacted thereat, or by such other officers or persons as the bylaws may provide.
(d) A written or printed notice stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the secretary, or by the officers or persons calling the meeting, to each shareholder, member, or policyholder of record, entitled by the articles of incorporation and by this article to vote at such meeting, at such address as appears upon the records of the corporation, at least thirty (30) days before the date of the meeting. Notice of any meeting of the shareholders, members, or policyholders may be waived in writing by any shareholder, member, or policyholder if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting.
(e) Unless otherwise provided in the articles of incorporation or by the provisions of this article or the bylaws, at any meeting of the shareholders, members, or policyholders, a majority of the shares of the outstanding capital stock entitled by the articles of incorporation to vote at such meeting or in the case of a company other than a stock company, not less than ten percent (10%) of the policyholders or members entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum.
(f) Unless otherwise provided in the articles of incorporation or bylaws, action to be taken at a meeting of shareholders, members, or policyholders may be taken without a meeting if the action is taken by all the shareholders, members, or policyholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents that:
(1) describe the action taken;
(2) are signed by all the shareholders, members, or policyholders entitled to vote on the action; and
(3) are delivered to the corporation for inclusion in the minutes or for filing with the corporate records.
(g) The record date for determining shareholders, members, or policyholders entitled to take action without a meeting is the date the first shareholder, member, or policyholder signs the consent under subsection (f).
(h) Action taken under subsection (f) is effective when the last shareholder, member, or policyholder signs the consent, unless the consent specifies a different prior or subsequent effective date.
(i) A consent signed under subsection (f) has the effect of a meeting vote and may be described as a meeting vote in any document.
Formerly: Acts 1935, c.162, s.85; Acts 1965, c.6, s.1. As amended by P.L.252-1985, SEC.28; P.L.185-1997, SEC.1.

Structure Indiana Code

Indiana Code

Title 27. Insurance

Article 1. Department of Insurance

Chapter 7. General Corporate Powers and Responsibilities of Insurance Companies

27-1-7-1. "Corporation" Defined

27-1-7-2. Capacity and Authority to Act; General Rights, Privileges, and Powers; Excluded Powers

27-1-7-3. Principal Office; Change of Location

27-1-7-4. Shares of Stock; Classes; Sale for Less Than Par; Shareholders' Liability; Preemptive Rights

27-1-7-5. Stock Certificate; Contents; Transferability

27-1-7-6. Bylaws

27-1-7-7. Meetings of Shareholders, Members, or Policyholders; Location; Annual Meeting; Special Meetings; Notice; Quorum; Actions Taken Without Meeting

27-1-7-8. Voting Rights of Shareholders; Shares That Cannot Be Voted; Voting by Particular Shareholders; Proxy Votes

27-1-7-9. Voting Rights of Policyholders and Members; Proxy Votes

27-1-7-9.5. Shareholders' Derivative Proceedings; Procedure

27-1-7-10. Board of Directors; General Provisions; Management of Business; Executive Committee; Removal of Directors

27-1-7-11. Citizenship and Residence Qualifications of Directors

27-1-7-12. Directors; Attendance Record and Report; Record of Communications; Annual Examination and Report of Condition

27-1-7-12.5. Directors; Good Faith Discharge of Duties; Liability; Conflict of Interest; Authorization of Unlawful Payments to Shareholders

27-1-7-13. Officers; Secretary; Duties; Resignation; Removal; Contract Rights

27-1-7-14. Bonding Officers Having Access to Money or Securities; Blanket Bond

27-1-7-15. Loans to or Borrowing by Directors or Officers; Offense; Exceptions

27-1-7-16. Books and Records to Be Kept at Principal Office

27-1-7-17. Restrictions on Dividend Payments

27-1-7-18. Repealed

27-1-7-19. Mutual or Stock Companies; Borrowing for Surplus Funds

27-1-7-20. Authority of Corporations, Boards, and Associations to Insure With Mutual Insurance Company

27-1-7-21. Mutual Companies; Statement of Maximum Premium in Policy; Limitation of Liability for Single Risk; Reinsurance Requirements

27-1-7-22. Vouchers for Disbursements

27-1-7-23. Annual or Other Required Statements; Material False Statement