Indiana Code Title 28. Financial Institutions § 28-1-8-4

Sec. 4. If a resolution proposing a disposition described in section 1 of this chapter is approved by the department, the resolution may then be submitted to the shareholders at the annual meeting or a special meeting.  The resolution shall be authorized upon receiving the affirmative votes of two-thirds ( 2/3 ) of the outstanding shares.  However, the department may permit the resolution to be authorized without receiving shareholder approval if the corporation whose assets are to be disposed of is in danger of insolvency.