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Indiana Code Title 8. Utilities and Transportation § 8-1-17.5-10

Current as of January 02, 2024 | Updated by Findlaw Staff

Sec. 10. (a) If at each meeting of members at which a vote is taken on a plan of merger or consolidation, as required by section 9 of this chapter, the plan of merger or consolidation is approved by a resolution adopted and receiving the affirmative vote of at least a majority of the total number of members who either:

(1) are present and voting at the meeting;  or

(2) as authorized under:

(A) IC 8-1-13-8(f);

(B) IC 8-1-17-9(g);  or

(C) section 14(e) of this chapter;

as applicable, cast a vote before the date of the meeting;

the directors of the surviving corporation or successor corporation, as identified in the plan of merger or consolidation, shall subscribe and acknowledge articles entitled and endorsed “Articles of merger (consolidation) of __________” (the blank space being filled in with the names of the corporations being merged or consolidated, as appropriate).

(b) The articles of merger or consolidation required by subsection (a) must include the following:

(1) The names of the corporations being merged or consolidated.

(2) The name of the surviving corporation or successor corporation.

(3) A statement that each merging or consolidating corporation agrees to the merger or consolidation.

(4) The maximum number of directors for the surviving corporation or successor corporation, which number may not be less than three (3).

(5) The names and addresses of the directors of the surviving corporation or successor corporation.

(6) The terms and conditions of the merger or consolidation and the mode of carrying the merger or consolidation into effect, including the manner in which members of the merging or consolidating corporations may or shall become members of the surviving corporation or successor corporation.

(7) The location of the surviving corporation's or successor corporation's principal office, along with the mailing address for the surviving corporation or successor corporation.

(8) A specified period for the duration of the surviving corporation or successor corporation or a statement that the duration of the surviving corporation or successor corporation is to be perpetual.

(c) In addition to the items required by subsection (b), the articles of merger or consolidation required by subsection (a) may include:

(1) provisions creating, defining, limiting, or regulating the powers of the surviving corporation or successor corporation;  and

(2) any other provision that:

(A) is not contrary to law;

(B) is contained in the plan of merger or consolidation approved by the respective memberships of the merging or consolidating corporations;  and

(C) concerns the regulation of the business or conduct of the affairs of the surviving corporation or successor corporation.

(d) Subject to subsection (f), the articles of merger or consolidation, or one (1) or more certified copies of the articles of merger or consolidation, shall be filed in the office of the secretary of state.  Upon filing with the secretary of state, the surviving corporation or successor corporation, under its designated name, constitutes a body corporate with all the powers of the merging or consolidating corporations as originally formed under:

(1) IC 8-1-13;

(2) IC 8-1-17;  or

(3) this chapter;

as applicable.

(e) Upon being filed with the secretary of state under subsection (d), the articles of merger or consolidation are considered the articles of incorporation of the surviving corporation or successor corporation, and the surviving corporation or successor corporation may subsequently amend the articles of incorporation in accordance with IC 23-17-17.

(f) At any time after a plan of merger or consolidation is approved by the respective memberships of the corporations that seek to merge or consolidate, as described in subsection (a), and before articles of merger or consolidation are filed with the secretary of state under subsection (d), the plan of merger or consolidation may be abandoned without further action by the respective memberships, boards of directors, or other persons who proposed or approved the plan of merger or consolidation for the corporations that sought to merge or consolidate.  A plan of merger or consolidation that is abandoned under this subsection must be abandoned:

(1) in accordance with any procedure set forth for that purpose in the plan of merger or consolidation;  or

(2) in the manner determined by the boards of directors of the corporations that sought to merge or consolidate, if a procedure described in subdivision (1) is not set forth in the plan of merger or consolidation.

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Cite this article: FindLaw.com - Indiana Code Title 8. Utilities and Transportation § 8-1-17.5-10 - last updated January 02, 2024 | https://codes.findlaw.com/in/title-8-utilities-and-transportation/in-code-sect-8-1-17-5-10/

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