Indiana § 8-1-17-18.2 - Consolidation of corporations

§ 8-1-17-18.2. Consolidation of corporations

Sec. 18.2. (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.

As added by P.L.3-2008, SEC.72. Amended by P.L.49-2018, SEC.7.