Corporate Board Meeting and Written-Consent Requirements in Indiana

At a glance

Requirements one by one

A small corporation's articles can replace or limit the board model

Ind. Code § 23-1-33-1 ordinarily requires a board and places corporate powers, business, and affairs under its authority and direction, subject to the articles of incorporation. A corporation with 50 or fewer shareholders may instead use its articles to dispense with or limit board authority and identify who performs some or all board duties. Article references to the board then include those replacement decision-makers.

Ind. Code § 23-1-33-3 requires one or more individual directors and allows a fixed or variable range under the articles or bylaws. For a variable board, the board may fix or change its size within that range.

Ordinary caller and adjournment mechanics come from governing documents

Ind. Code § 23-1-34-1 permits regular and special meetings inside or outside Indiana. The current ordinary meeting chapter addresses place, remote participation, notice, waiver, quorum, voting, and committees but does not name a default individual caller or prescribe a general adjournment procedure. The articles, bylaws, and valid prior board action therefore need to supply those mechanics.

Indiana has a separate emergency route. Ind. Code § 23-1-21-7 permits emergency bylaws to address calling, quorum, and additional or substitute directors for listed extraordinary events, including an epidemic or pandemic. Under § 23-1-22-3, qualifying emergency notice need reach only directors practicable to contact, and officers may be treated as directors in rank and seniority order as needed for quorum. This is not an ordinary convenience route.

Special meetings default to two days' notice

Ind. Code § 23-1-34-3 permits regular meetings without notice unless the articles or bylaws say otherwise. Special meetings default to at least two days' notice of date, time, and place, but those documents may set a longer or shorter period. Purpose is unnecessary unless they require it.

Ind. Code § 23-1-20-29 makes notice written, including electronic transmission, unless the articles or bylaws authorize oral notice. It permits in-person, telephone or other wire/wireless, mail, and electronic delivery. Particular statutory requirements and consistent article or bylaw requirements control.

Under Ind. Code § 23-1-34-4, a director may sign a written waiver before or after the meeting and file it with minutes or records. Attendance or participation also waives notice unless the director objects at the beginning or promptly on arrival and then does not vote for or assent to the action.

Remote meetings require simultaneous hearing

Ind. Code § 23-1-34-1 allows the board to permit any or all directors to participate through a communication method by which every participating director can simultaneously hear every other participant, unless the articles or bylaws provide otherwise. Participation counts as presence in person. An asynchronous message exchange is not this kind of meeting.

Fixed and variable boards use different quorum denominators

Ind. Code § 23-1-34-5 uses a majority of the fixed number for a fixed board. For a variable-range board, it uses a majority of the prescribed number or, if none is prescribed, the number in office immediately before the meeting begins. The articles or bylaws may require more or authorize a quorum no lower than one-third of the fixed or prescribed number.

Quorum must be present when the vote occurs. If departures reduce attendance below the applicable threshold, the remaining directors cannot take later ordinary action merely because quorum existed when the meeting opened.

Majority of those present ordinarily acts, and presence can become assent

With quorum, Ind. Code § 23-1-34-5 makes a majority of directors present the ordinary board act unless the articles or bylaws provide otherwise. An abstention does not count as an affirmative vote.

A present director is nevertheless deemed to assent unless the director preserves a call objection at the beginning or promptly on arrival, has dissent or abstention entered in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the secretary immediately after adjournment. A director who voted in favor cannot use those routes.

Action without a meeting defaults to every director's written consent

Ind. Code § 23-1-34-2 allows the articles or bylaws to require a meeting. Otherwise, every director must sign one or more written consents describing the action. The consents must be included in minutes or corporate records and delivered to the secretary.

The action ordinarily becomes effective when the last director signs, but the consent may state a prior or later effective date. An electronic organic action with no stated date uses Indiana's electronic-transactions rule. A director may withdraw by signed revocation delivered before the corporation has unrevoked written consents signed by every director.

Committee power includes narrow board-prescribed exceptions

Under Ind. Code § 23-1-34-6, the board may create one-or-more-member director committees. Creation and appointment require the greater of a majority of all directors in office or the number the articles or bylaws require for board action. The board's meeting, consent, notice, waiver, quorum, and voting rules apply to committees.

The statute bars or limits seven categories. A committee or designated executive officer may handle share reacquisitions or other distributions under a board-prescribed formula, method, or range. Share issuance and class-right action require board-prescribed limits. Shareholder-required action, vacancies, specified article amendments, bylaws, and certain mergers remain barred. Delegation or committee action alone also does not establish compliance with director conduct standards.

Board and committee actions need permanent records

Ind. Code § 23-1-52-1 requires permanent minutes of board meetings, records of board action without a meeting, and records of committee action taken in place of the board. Records may be written or capable of conversion to writing within a reasonable time.

Ind. Code § 23-1-22-5 separately limits challenges based on lack of corporate power and identifies the proceedings in which such a challenge may occur. It is not an automatic cure for a defective call, notice, quorum, vote, consent, or delegation. Conflict transactions, director conduct, public-company rules, and disputes over authority or validity require separate analysis.

What trips people up

Indiana allows a unanimous consent to state a prior effective date, not merely a later one. That does not make the signatures optional: every director still must sign, the consent must describe the action, and the record must reach the secretary.

For corporations with 50 or fewer shareholders, check the articles before assuming the ordinary board structure applies. The articles may assign some or all board duties to other identified persons.

Common questions

Can one director call a special meeting?

The ordinary board chapter does not name a default individual caller. Check the articles, bylaws, and valid prior board action.

Can the board approve written action with less than every signature?

Not under the default rule. Every director must sign unless the articles or bylaws require the action to occur at a meeting instead.

Can a committee approve a distribution?

Only within the statute's exception: a committee or designated executive officer may authorize a reacquisition or other distribution according to a formula, method, or range prescribed by the board.

Does a remote meeting need video?

No visual condition appears in § 23-1-34-1. The statutory test is simultaneous hearing among all participating directors, subject to the articles and bylaws.

Statutes and sources

• Ind. Code §§ 23-1-33-1 and 23-1-33-3 — board authority and size (accessed August 15, 2026).
• Ind. Code §§ 23-1-34-1 through 23-1-34-6 — meetings, consent, notice, waiver, quorum, voting, and committees (accessed August 15, 2026).
• Ind. Code § 23-1-20-29 — notice form, delivery, and effectiveness (accessed August 15, 2026).
• Ind. Code §§ 23-1-21-7 and 23-1-22-3 — emergency bylaws and powers (accessed August 15, 2026).
• Ind. Code § 23-1-22-5 — ultra vires challenge boundary (accessed August 15, 2026).
• Ind. Code § 23-1-52-1 — corporate records (accessed August 15, 2026).