§ 8-1-17.5-19 — Disposal of all of the corporation's property; authorization of members and directors required

Indiana § 8-1-17.5-19

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 17.5: Merger or Consolidation of Rural Electric

Text

A surviving corporation or successor
corporation formed under this chapter may not sell, lease, exchange,
mortgage, pledge, or otherwise sell all, or substantially all, of the
surviving corporation's or successor corporation's property unless the
transaction is authorized by a resolution adopted at a meeting of the
surviving corporation's or successor corporation's members duly called
and held as provided in section 14 of this chapter. Unless otherwise
provided in the surviving corporation's or successor corporation's
bylaws or articles of incorporation, the resolution must receive the
affirmative vote of:
(1) at least a majority of the total number of the surviving
corporation's or successor corporation's members who either:
(A) are present in person and voting at the meeting held under
this section; or
(B) as authorized under section 14(e) of this chapter, cast a vote
before the date of the meeting; and
(2) at least a majority of the corporation's directors who are
present at a meeting of the board of directors called and held as
provided in the surviving corporation's or successor corporation's
bylaws or articles of incorporation.

Legislative History

As added by P.L.18-2010, SEC.1. Amended by P.L.42-2011, SEC.20; P.L.49-2018, SEC.11.