Senate Bill 100 Summary

• Amends IC 23-1-39-4 to permit corporations with a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 to elect governance rules for director elections in their bylaws.

• Allows corporations to adopt bylaws permitting shareholders to vote for up to the number of directors to be elected without cumulative voting, unless articles of incorporation prohibit it or provide for cumulative voting.

• Establishes that nominees elected by plurality vote who receive more votes against than for election serve only until the earlier of 90 days after voting results or when the board fills the vacancy.

• Permits the board of directors to select a qualified individual to fill the office of any director who received more votes against than for election.

• Effective upon passage with an emergency declaration.