Indiana Code
Chapter 13. Rural Electric Membership Corporation Act
8-1-13-16. Consolidation or Merger; Mutual Benefit Corporations

Sec. 16. (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.

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