United States · Indiana
Directors' resolutions requirements in Indiana (IBCL)
What a Indiana corporation must know about directors' resolutions requirements under Indiana Business Corporation Law, IC § 23-1-17 et seq..
Governing statute
Indiana Business Corporation Law, IC § 23-1-17 et seq.
| IC § 23-1-34-5 | Action without meeting |
|---|---|
| IC § 23-1-34-4 | Meetings |
| IC § 23-1-35-2 | Conflict-of-interest |
| IC § 23-1-35-1 | Duty of directors |
At a glance
- Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
- Effective on the date of the last signature, unless otherwise specified
- Conflict-of-interest rules require disclosure plus safe-harbor approval
- Resolutions filed in the corporate records; available for shareholder inspection under state rules
- Electronic signatures permitted under each state's UETA-equivalent legislation
What the IBCL requires
Indiana Code § 23-1-34-5 permits Indiana corporations to act by unanimous written consent of directors.
- Every director entitled to vote must sign
- The resolution is dated as of the last signature
- It is filed to the corporate records with the original signatures
- Counterpart execution is acceptable
Conflict of interest
Directors with a material interest in a contract or transaction must disclose under the applicable statute and, generally, cannot vote on the related resolution.
Validity despite procedural irregularities
Most state corporation codes provide protection: acts of directors are valid notwithstanding defects in their election, appointment, or qualification later discovered.
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Templates per state, electronic signature, complete activity log.