Indiana Code Title 8. Utilities and Transportation § 8-1-17.5-12

Sec. 12. (a) Each surviving corporation or successor corporation formed under this chapter must have a board of directors that constitutes the governing body of the surviving corporation or successor corporation.  Unless otherwise provided in the surviving corporation's or successor corporation's bylaws, or in the surviving corporation's or successor corporation's articles of incorporation, a director of the surviving corporation or successor corporation must be:

(b) Directors, other than those named in the surviving corporation's or successor corporation's bylaws or articles of incorporation, shall be elected by those members entitled to vote for the surviving corporation's or successor corporation's directors.  Unless the surviving corporation's or successor corporation's bylaws or articles of incorporation provide otherwise, the directors shall be elected annually.

(c) The surviving corporation's or successor corporation's bylaws or articles of incorporation may provide the following:

(d) The:

of the surviving corporation or successor corporation are entitled to reimbursement for expenses actually incurred in the performance of their duties, regardless of whether the surviving corporation's or successor corporation's bylaws or articles of incorporation provide for remuneration for the performance of those duties under subsection (c)(5).

(e) The board of directors of the surviving corporation or successor corporation shall annually designate and elect those officers the board considers necessary.