(a)Unless this article, articles of
incorporation, bylaws, or the board of directors or members acting
under subsection (c) require a greater vote or voting by class, a plan of
merger to be adopted must be approved as follows:
(1)By the board of directors.
(2)By the members, if any, by a majority of the votes cast.
(3)In writing by a person whose approval is required by articles
of incorporation authorized under IC 23-17-17-1 for an
amendment to articles of incorporation or bylaws.
(b)If a corporation does not have members, a merger must be
approved by a majority of the directors in office at the time the merger
is approved. In addition, the corporation shall provide notice of any
directors meeting at which the approval is to be obtained under IC 23-17-15-3. The notice must also state
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(a) Unless this article, articles of
incorporation, bylaws, or the board of directors or members acting
under subsection (c) require a greater vote or voting by class, a plan of
merger to be adopted must be approved as follows:
(1) By the board of directors.
(2) By the members, if any, by a majority of the votes cast.
(3) In writing by a person whose approval is required by articles
of incorporation authorized under IC 23-17-17-1 for an
amendment to articles of incorporation or bylaws.
(b) If a corporation does not have members, a merger must be
approved by a majority of the directors in office at the time the merger
is approved. In addition, the corporation shall provide notice of any
directors meeting at which the approval is to be obtained under IC 23-17-15-3. The notice must also state that the purpose of the meeting
is to consider the proposed merger.
(c) Unless articles of incorporation provide otherwise, a proposed
merger and plan of merger must be initiated by a board of directors.
The board of directors may condition the submission of the proposed
merger on receipt of a higher percentage of affirmative votes of the
members or on another basis.
(d) If a board of directors seeks to have the plan approved by the
members at a membership meeting, the corporation shall give notice to
the corporation's members of the proposed membership meeting under
IC 23-17-10-5. The notice must also state that the purpose of the
meeting is to consider the plan of merger and contain or be
accompanied by a copy or summary of the plan. The copy or summary
of the plan for members of the surviving corporation must include a
provision that, if contained in a proposed amendment to articles of
incorporation or bylaws, would entitle members to vote on the
provision. The copy or summary of the plan for members of the
disappearing corporation must include a copy or summary of the
articles of incorporation and bylaws that will be in effect immediately
after the merger takes effect.
(e) If a board of directors seeks to have a plan approved by the
members by written consent or written ballot, the material soliciting the
approval must contain or be accompanied by a copy or summary of the
plan. The copy or summary of the plan for members of the surviving
corporation must include a provision that, if contained in a proposed
amendment to the articles of incorporation or bylaws, would entitle
members to vote on the provision. The copy or summary of the plan for
members of the disappearing corporation must include a copy or
summary of the articles and bylaws that will be in effect immediately
after the merger takes effect.
(f) Voting by a class of members is required on a plan of merger if
the plan contains a provision that, if contained in a proposed
amendment to articles of incorporation or bylaws, would entitle the
class of members to vote as a separate voting group on the proposed
amendment under IC 23-17-17-6 or IC 23-17-18-2. The plan is
approved by a class of members by a majority of the votes cast by the
class.
(g) After a merger is adopted and before articles of merger are filed,
the planned merger may be abandoned subject to any contractual rights
without further action by members or other persons who approved the
plan:
(1) under the procedure set forth in the plan of merger; or
(2) if a procedure is not set forth, in the manner determined by the
board of directors.