Section 8-1-17-9 - Certificates of membership; meetings of members; notice; quorum; votes required for action; elections(a) A cooperative corporation may issue to its members certificates of membership and each member shall be entitled to only one (1) vote on each question or election at any regular or special meetings of the cooperative corporation.(b) Meetings of members may be held at such place as may be provided in the bylaws. An annual meeting of the members shall be held at such time as may be provided by the bylaws. Special meetings may be called by the board of directors, by a petition signed by not less than five percent (5%) of all the members, or by such other officers or persons as may be provided in the articles of incorporation or by the bylaws.(c) Written, printed, or electronic notice stating the place, day, and hour of the meeting of members, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor 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 such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope addressed to the member at the member's address as it appears on the records of the cooperative 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.(d) Unless otherwise provided in the articles of incorporation, two percent (2%) of the total of all the cooperative corporation's members who either: (1) are present in person at any meeting of members; or(2) as authorized under subsection (g), cast votes before the date of any meeting of members; of which meeting notice shall have been given as provided in subsection (c), shall constitute a quorum for the transaction of business at such meeting.
(e) Except as provided in subsection (f), a majority vote of the total number of members who either: (1) are present in person and voting at; or(2) as authorized under subsection (g), cast votes before the date of; any regular meeting, or at or before the date of any special meeting of the members called for that purpose, shall be necessary for the taking of any action, adoption of any resolution, or the election of any directors or officers, or otherwise, as the case may be.
(f) This subsection applies to an election for a director of a cooperative corporation held after March 20, 2006. A cooperative corporation may provide in the corporation's bylaws 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 (g), cast votes before the date of; the meeting at which the election occurs, with respect to the particular district.
(g) A cooperative corporation may include a provision in the cooperative corporation's articles of incorporation or in the cooperative corporation's bylaws to allow any votes cast: (1) after notice of a meeting of members is provided in accordance with subsection (c); 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 (d) or toward any quorum requirement lawfully established in the cooperative corporation's articles of incorporation or in the cooperative corporation's bylaws.
Amended by P.L. 49-2018,SEC. 4, eff. 7/1/2018.(Formerly: Acts 1951, c.193, s.9.) As amended by P.L. 97-1993, SEC.5; P.L. 145-1999, SEC.3 and P.L. 198-1999, SEC.5; P.L. 14-2006, SEC.1.