Indiana Code Title 28. Financial Institutions § 28-3-2-2

Sec. 2. The plan of conversion, merger, or consolidation shall be approved by the board of directors of the bank or trust company and shall be approved by the board of directors of the national banking association. In cases where a national banking association proposes to convert into a resulting bank or trust company, it shall follow the procedure prescribed by the laws of the United States and shall be granted a charter under and pursuant to the provisions of IC 28-1 or IC 28-12 upon filing articles of incorporation on forms prescribed by the director of the department of financial institutions and approved by the holders of at least two-thirds ( 2/3 ) of each class of the capital stock of the national banking association and with the approval of the department of financial institutions, as provided in section 1 of this chapter. In cases where a national banking association proposes to merge or consolidate with a resulting bank or trust company, the plan of merger or consolidation shall be in accordance with and subject to, and shall have the effect provided in, IC 28-1 pertaining to the merger and consolidation of banks and trust companies except as otherwise expressly provided in this chapter, but the provisions of IC 28-1-7-21 shall not apply to the extent that the provisions thereof conflict with the laws of the United States pertaining to the rights of dissenting shareholders of any national banking association upon the merger or consolidation of such association with a bank or trust company.