This text of Indiana § 8-1-17-18.2 (Consolidation of corporations) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
2.
(a)Any two (2) or more cooperative
corporations created under this chapter and operating or authorized to
operate in contiguous territory may enter into an agreement for the
consolidation of the cooperative corporations, which agreement shall
be submitted for the review of the commission in the manner provided
for in section 5 of this chapter. The agreement must set forth the terms
and conditions of the consolidation, the name of the proposed
consolidated cooperative corporation, the number of its directors, not
less than three (3), the time of the annual election, and the names of the
persons, not less than three (3), to be directors until the first annual
meeting. Each cooperative corporation participating in the
consolidation shall call and hold a meeting of its members as provided
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2. (a) Any two (2) or more cooperative
corporations created under this chapter and operating or authorized to
operate in contiguous territory may enter into an agreement for the
consolidation of the cooperative corporations, which agreement shall
be submitted for the review of the commission in the manner provided
for in section 5 of this chapter. The agreement must set forth the terms
and conditions of the consolidation, the name of the proposed
consolidated cooperative corporation, the number of its directors, not
less than three (3), the time of the annual election, and the names of the
persons, not less than three (3), to be directors until the first annual
meeting. Each cooperative corporation participating in the
consolidation shall call and hold a meeting of its members as provided
in section 9 of this chapter, at which the proposal of the consolidation
shall be presented. If at each meeting the consolidation agreement is
approved by a resolution duly adopted and receiving the affirmative
vote of at least three-fourths (3/4) of the total number of members who
either attend and vote at the meeting or, as authorized under section
9(g) 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. The new articles shall be entitled and endorsed "Articles
of Consolidation of __________" (the blank space being filled in with
the names of the cooperative corporations being consolidated) and
must state:
(1) the names of the cooperative corporations being consolidated;
(2) the name of the consolidated cooperative corporation;
(3) a statement that each consolidating cooperative corporation
agrees to the consolidation;
(4) the names and addresses of the directors of the new
cooperative corporation; and
(5) the terms and conditions of the consolidation and the mode of
carrying the consolidation into effect, including the manner in
which members of the consolidating cooperative corporations
may or shall become members of the new cooperative
corporation.
The new articles of incorporation may contain any provisions not
inconsistent with this chapter that are necessary or advisable for the
conduct of the business of the new cooperative corporation.
(b) If the commission approves the articles of consolidation under
section 5 of this chapter, the articles of consolidation or a certified copy
or copies of the articles shall be filed, together with the attached copy
of the order of the commission under section 5(e)(2) of this chapter, in
the same place as the original articles of incorporation. Upon the filings
required under section 5(g) of this chapter, the proposed consolidated
cooperative corporation, under its designated name, is a body corporate
with all the powers of a cooperative corporation as originally formed
under this chapter.