§ 8-1-13-16 — Consolidation or merger; mutual benefit corporations

(a) Any corporation created under the
provisions of this chapter may enter into an agreement for the
consolidation or merger of such a corporation with:
(1) any other corporation organized under this chapter; or
(2) any mutual benefit corporation that was organized before 1964
under Acts 1935, c. 157, that engages in the generation,
transmission, or distribution of electric energy.
(b) An agreement under subsection (a) must set forth the terms and
conditions of the consolidation or merger, the name of the proposed
consolidated or merged corporation, the number of its directors, not
less than five (5), the time of the annual election and the names of the
persons, not less than five (5), to be directors upon completing the
consolidation or merger. The agreement must specify the terms the
directors will serve. A corporation organized under this chapter shall
duly call and hold a meeting of its members, as provided in section 8
of this chapter, at which the proposal of such consolidation or merger
shall be presented. A mutual benefit corporation must approve the
merger in accordance with IC 23-17-19-3. With respect to such a
merger, the agreement may provide that the surviving corporation may
have one (1) or more members that are incorporated under the laws of
a state other than Indiana. If at each such meeting, the agreement is
approved by a resolution duly adopted and receiving the affirmative
vote of at least a majority of the total number of members of the
respective corporation who either are present and voting at the meeting
or, as authorized under section 8(f) of this chapter, cast a vote before
the date of the meeting, the directors named in the agreement shall
subscribe and acknowledge articles conforming substantially to the
original articles of incorporation, except that it shall be entitled and
endorsed "Articles of consolidation (merger) of _______" (the blank
space being filled in with the names of the corporations being
consolidated or merged) and shall state:
(1) The names of the corporations being consolidated or merged.
(2) The name of the consolidated or merged corporation.
(3) The other items required or permitted to be stated in original
articles of incorporation.
(c) Articles of consolidation or merger under this section or a
certified copy or copies of the articles of consolidation or merger shall
be filed in the office of the secretary of state and thereupon the
proposed consolidated or merged corporation, under its designated
name, shall be and constitute a body corporate with all the powers of
a corporation as originally formed under this chapter. In the case of a
merger of a corporation organized under this chapter and a mutual
benefit corporation, IC 23-17-19-5 applies.
Formerly: Acts 1935, c.175, s.16; Acts 1937, c.258, s.9. As
amended by Acts 1977, P.L.102, SEC.5; P.L.83-1997, SEC.1;
P.L.49-2018, SEC.2; P.L.136-2018, SEC.69.