Bill Text: IN SB0100 | 2010 | Regular Session | Introduced
Bill Title: Election of certain corporate directors.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2010-01-05 - First reading: referred to Committee on Judiciary [SB0100 Detail]
Download: Indiana-2010-SB0100-Introduced.html
Citations Affected: IC 23-1-39-4.
Synopsis: Election of certain corporate directors. Permits certain
corporations that have a class of voting shares registered with the
Securities and Exchange Commission under Section 12 of the
Securities Exchange Act of 1934 to elect in the corporation's bylaws to
be governed in the election of directors by specified terms. (The current
law on the subject states that the law does not apply to such
corporations.) (The introduced version of this bill was prepared by the
code revision commission.)
Effective: Upon passage.
January 5, 2010, read first time and referred to Committee on Judiciary.
PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana Constitution) is being amended, the text of the existing provision will appear in this style type, additions will appear in this style type, and deletions will appear in
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Conflict reconciliation: Text in a statute in this style type or
A BILL FOR AN ACT to amend the Indiana Code concerning
business and other associations.
(b) Unless the articles of incorporation specifically prohibit the adoption of a bylaw under this section, alter the vote specified in IC 23-1-30-9(a), or provide for cumulative voting, a corporation may elect in the corporation's bylaws to be governed in the election of directors as follows:
(1) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes.
(2) To be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a
meeting at which a quorum is present. However, a nominee who
is elected but receives more votes against than for election shall
serve as a director for a term that ends on the date that is the
earlier of:
(A) ninety (90) days after the date on which the voting results
are determined; or
(B) the date on which an individual is selected by the board of
directors to fill the office held by the director, which selection
constitutes the filling of a vacancy by the board to which
IC 23-1-33-9 applies.
Subject to subdivision (3), a nominee who is elected but receives
more votes against than for election shall not serve as a director
beyond the ninety (90) day period described in clause (A).
(3) The board of directors may select a qualified individual to fill
the office held by a director who received more votes against than
for election.
(c) Subsection (b) does not apply to an election of directors by a
voting group if:
(1) at the expiration of the time fixed under a provision requiring
advance notification of director candidates; or
(2) absent a provision described in subdivision (1), at a time fixed
by the board of directors that is not more than fourteen (14) days
before notice is given of the meeting at which the election is to
occur;
there are more candidates for election by the voting group than the
number of directors to be elected, one (1) or more of whom are
properly proposed by shareholders. An individual is not considered a
candidate for purposes of this subsection if the board of directors
determines before the notice of meeting is given that the individual's
candidacy does not create a bona fide election contest.
(d) A bylaw under which a corporation elects to be governed by this
section may be repealed:
(1) if originally adopted by the shareholders, only by the
shareholders, unless the bylaw otherwise provides; or
(2) if adopted by the board of directors, by the board of directors.
