Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Indiana
At a glance
| Governing law and documents | Indiana Nonprofit Corporation Act, IC 23-17; articles/bylaws vary meeting defaults but cannot lower quorum below greater of one-third or two (§§ 23-17-15-1, -3, -5). |
|---|---|
| Meeting type, caller, and place | Time/place fixed by bylaws or board makes meeting regular, otherwise special; in/out of IN; presiding officer, president, or 20% of sitting directors may call unless documents vary (§§ 23-17-15-1(a)-(b), -3(c)). |
| Regular meeting notice | No date/time/place/purpose notice by default unless articles/bylaws provide otherwise (§ 23-17-15-3(a)). |
| Special meeting notice | Ordinarily ≥2 days' date/time/place notice to each director; purpose only if documents require, but bylaw-amendment meeting has special purpose/text notice (§§ 23-17-15-3(b), 23-17-18-1(b)). |
| Notice waiver and objection | Signed written waiver filed with minutes/records; attendance waives absent prompt objection and no favorable vote/assent (§ 23-17-15-4). |
| Remote attendance | Unless documents vary, communication allowing all participants simultaneously to hear one another; qualifying director present in person (§ 23-17-15-1(c)). |
| Quorum and minimum | Majority of directors in office immediately before meeting; articles/bylaws cannot go below greater of one-third of directors in office or two (§ 23-17-15-5(a)). |
| Director proxy | Ordinary board vote uses directors present in person; proxy exception only for qualifying electric-cooperative mutual benefit corporation with IC 8-1-13 corporate member; proxy appointment conditions in § 5.5 (§§ 23-17-15-5(b), -5.5). |
| Vote and assent | Quorum in person at vote; majority of directors present in person, or qualifying cooperative directors present by proxy, unless greater vote required (§ 23-17-15-5(b)). |
Requirements one by one
Meeting type and notice
§ 23-17-15-1(a) treats a directors' meeting as regular when the bylaws or board fixes its time and place; otherwise it is special. Section 23-17-15-3(c) lets the presiding board officer, president, or 20 percent of directors in office call and give notice unless the articles or bylaws change the rule. Subsections (a)-(b) let a regular meeting proceed without notice by default and require at least two days' date, time, and place notice to each director before an ordinary special meeting. A board meeting to approve a bylaw amendment has an additional purpose-and-proposal notice rule under § 23-17-18-1(b).
Remote attendance and board action
§ 23-17-15-1(c) deems remote participation to be presence in person when all participating directors can hear one another simultaneously, unless the articles or bylaws provide otherwise. Section 23-17-15-5(a) sets default quorum at a majority of directors in office immediately before the meeting. It also forbids the articles or bylaws from lowering quorum below the greater of one-third of directors in office or two directors. Subsection (b) requires quorum in person when the vote occurs and usually counts a majority of directors present in person.
What trips people up
§ 23-17-15-5.5 provides a narrow director-proxy route for a mutual benefit electric cooperative with at least one corporate member formed under IC 8-1-13. The proxy must be another director of the represented corporate member's board, appointed by a signed form; it ordinarily lasts 11 months after receipt by the tabulating officer. § 23-17-15-4 separately treats attendance as notice waiver unless a director promptly objects to the meeting or business and then does not vote for or assent to action.
Common questions
Must the special-meeting notice describe the purpose? Not ordinarily under § 23-17-15-3(b); the articles or bylaws may require it. Section 23-17-18-1(b) expressly requires purpose and proposed-text information for a meeting to approve a bylaw amendment.
May an ordinary nonprofit director vote by proxy? Section 23-17-15-5(b) counts ordinary board votes by directors present in person. Its cross-referenced proxy route in § 23-17-15-5.5 applies only to the specified electric-cooperative mutual benefit corporation.
Statutes and sources
- Ind. Code §§ 23-17-15-1, -3–5.5, official 2026 code PDF accessed September 30, 2026.
- Ind. Code § 23-17-18-1, official 2026 code PDF accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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