Title 48, Securities, Corporations And Associations

(a) A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reas…

(a) A member may waive any notice required by chapters 51-68 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclus…

(a) The bylaws may fix or provide the manner of fixing the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record…

(a) Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter. (b) A…

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the mee…

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. T…

(a) Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. (b) Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respec…

(a) Unless chapters 51-68 of this title or the charter or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) An amendment to the charter…

If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter, bylaws or chapters 51-68 of this title require a greater number of affirmative votes.

(a) Unless the charter or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) Without limiting the manner in which a member may authorize another person or persons to act for the member as proxy pursuant to this section, the following shall constit…

(a) Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) Members do not have a right to cumulate their votes for directors unle…

(1) A corporation may provide in its charter or bylaws for election of directors by members or delegates:(1) On the basis of chapter or other organizational unit;(2) By region or other geographic unit;(3) By preferential voting; or(4) By any other reasonable method. (1) On the ba…

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name …

(a) A corporation with members may appoint one (1) or more inspectors to act at a meeting of members and make a report in the form of a document of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the in…

(a) An agreement between two (2) or more members, if in writing and signed by the parties thereto, may provide the manner in which the parties to the agreement will exercise their voting rights. Nothing in this subsection (a) shall impair the right of the corporation to treat the…