How do you remove a director of a corporation in Indiana?

Full question:

Followup question on #16375: In an Indiana corporation where the Articles are silent on removing directors, and there are no special voting groups or cumulative voting, can the shareholders remove a director? The question is about INDIANA law.

• Category: Corporations
• Date: 04/07/2025
• State: Indiana

Answer:

The Indiana statutes contain specific provision for removal of directors of a corporation in ways other than the articles of incorporation, particularly subsection (d).

Please see:

IC 23-1-33-8
Removal
Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders, if they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
As added by P.L.149-1986, SEC.17.