(a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:(1) One-third (1/3) of the number of directors in office.(2) Two (2) directors.(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:(1) who are present in person; or(2) in the case of a mutual benefit corporation that:(A) is an electric cooperative; and(B) has at least one (1) member that is a corporation formed under IC 8-1-13;who are present in person or by proxy as provided under section 5.5 of this chapter;when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.As added by P.L.179-1991, SEC.1. Amended by P.L.98-2017, SEC.1.
Indiana Legal Code