Indiana Code
Chapter 17.5. Merger or Consolidation of Rural Electric Membership Corporations and Telephone Cooperative Corporations
8-1-17.5-14. Certificates of Membership; Meetings of Members; Notice; Quorum; Election of Directors From Districts

Sec. 14. (a) A surviving corporation or successor corporation may issue to its members certificates of membership, and each member is entitled to only one (1) vote on each question or election at any regular or special meeting of the surviving corporation or successor corporation.
(b) Meetings of members may be held at any place provided for in the bylaws. An annual meeting of the members shall be held at the time provided for in the bylaws.
(c) Unless otherwise provided in the bylaws or articles of incorporation of the surviving corporation or successor corporation, the following apply:
(1) Special meetings may be called:
(A) by the board of directors;
(B) upon a petition signed by at least five percent (5%) of all the members; or
(C) by any other officers or persons as may be provided in the articles of incorporation or the bylaws.
(2) Written, printed, or electronic notice stating the place, date, and time of a meeting of members and, in the case of a special meeting, each purpose for which the meeting is called, shall be delivered not less than ten (10) days or more than sixty (60) days before the date of the meeting, either personally, by mail, or electronically, by or at the direction of the officers or persons calling the meeting, to each member of record entitled to vote at the meeting. If mailed, the notice is considered delivered when deposited in the United States mail in a sealed envelope addressed to the member at the member's address as it appears on the records of the surviving corporation or successor corporation, with postage prepaid. If transmitted electronically, the notice is considered delivered when transmitted to the electronic mail address or other address provided by the member for electronic communications. Notice of meetings of members may be waived in writing.
(3) Unless otherwise provided in the articles of incorporation, two percent (2%) of the total of all members who either:
(A) are present in person at any meeting of members; or
(B) as authorized under subsection (e), cast votes before the date of any meeting of members;
for which notice has been given as provided in subdivision (2) constitutes a quorum for the transaction of business at the meeting.
(4) Except as provided in subsection (d) or as otherwise specifically provided in this chapter, a majority vote of the total number of members who either:
(A) are present in person and voting at; or
(B) as authorized under subsection (e), cast votes before the date of;
any regular meeting, or at or before the date of any special meeting called at least in part for the purpose of the vote, is necessary for the taking of any action, the adoption of any resolution, or the election of any directors or officers, as applicable.
(d) As provided in section 12(c)(4) of this chapter, the bylaws or articles of incorporation of the surviving corporation or successor corporation may provide that if more than two (2) persons run for election as a director from the same district, the person receiving the most votes is elected, regardless of whether that person receives a majority of the total votes cast by those members who either:
(1) are present in person and voting at; or
(2) as authorized under subsection (e), cast votes before the date of;
the meeting at which the election occurs, with respect to the particular district.
(e) A surviving corporation or successor corporation may include a provision in the corporation's articles of incorporation or in the corporation's bylaws to allow any votes cast:
(1) after notice of a meeting of members is provided in accordance with subsection (c)(2); and
(2) before the date of the meeting of members;
whether cast in person, by mail, or by electronic ballot, to count toward the quorum requirement set forth in subsection (c)(3) or toward any quorum requirement lawfully established in the surviving corporation's or successor corporation's articles of incorporation or in the surviving corporation's or successor corporation's bylaws.
As added by P.L.18-2010, SEC.1. Amended by P.L.49-2018, SEC.9.