Sec. 2. (a) A corporation with more than fifty (50) shareholders must hold a special meeting of shareholders on call of the corporation's board of directors or the person or persons, including shareholders or officers, specifically authorized to do so by the articles of incorporation or bylaws.
(b) If the articles of incorporation require the holding of a special meeting on the demand of the corporation's shareholders, but do not specify the percentage of votes entitled to be cast on an issue necessary to demand a special meeting, the board of directors may establish the percentage in the corporation's bylaws. Absent adoption of a bylaw provision, the demand for a special meeting must be made by the holders of all of the votes entitled to be cast on an issue.
As added by P.L.14-1992, SEC.163.
Structure Indiana Code
Title 28. Financial Institutions
Article 13. Corporate Governance
Chapter 5. Meetings of Shareholders
28-13-5-1. Annual Meeting Requisites
28-13-5-2. Special Meeting; Corporations With More Than 50 Shareholders
28-13-5-3. Special Meeting; Corporations of 50 or Fewer Shareholders
28-13-5-4. Special Meeting Requisites and Procedure
28-13-5-5. Court Ordered Meeting; Requisites and Procedure
28-13-5-6. Action Taken Without Meeting; Consent of Voting Shareholders
28-13-5-7. Action With Unanimous Consent of Voting Shareholders; Notice to Nonvoting Shareholders
28-13-5-8. Notice of Annual and Special Shareholders' Meeting; Prerequisites
28-13-5-9. Adjournment of Annual or Special Shareholders' Meeting; Notice
28-13-5-10. Waiver by Shareholder Entitled to Notice of Meeting; Effect of Attendance at Meeting
28-13-5-11. Record Date; Fixing for Shareholder Meeting or Action; Adjournment by Order of Court