2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 33. Board of Directors Generally › 23-1-33-6. Staggered Terms

Sec. 6. (a) The articles of incorporation or the bylaws may provide for staggering their terms by dividing the total number of directors into either:
(1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or
(2) if there are more than two (2) directors, three (3) groups, with each group containing one-third (1/3) of the total, as near as may be.
(b) In the event that terms are staggered under subsection (a), the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
(c) A corporation that has a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 shall provide for staggering the terms of directors in accordance with this section unless, not later than thirty (30) days after the later of:
(1) July 1, 2009; or
(2) the time when the corporation's voting shares are registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934;
the board of directors of the corporation adopts a bylaw expressly electing not to be governed by this subsection. A public corporation governed by this article on July 1, 2021, may elect not to be governed by this subsection if the board of directors of the public corporation adopts a bylaw expressly electing not to be governed by this subsection. An election not to be governed by this subsection may be rescinded by a subsequent action of the board of directors unless the original articles of incorporation contain a provision expressly electing not to be governed by this subsection.
(d) If the board fails to provide for the staggering of the terms of directors as required by subsection (c), the board must be staggered as follows:
(1) The first group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest higher whole number if the number of directors is not divisible by three (3) without any remaining.
(2) The second group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest higher whole number if the number of directors is not divisible by three (3) without two (2) remaining.
(3) The third group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest lower whole number if the number of directors is not divisible by three (3) without any remaining.
The directors shall be placed into the groups established by this subsection alphabetically by last name.
As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.9; P.L.277-2001, SEC.5; P.L.133-2009, SEC.24; P.L.206-2021, SEC.5; P.L.9-2022, SEC.42.