- (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.
(b) A plan of merger must set forth the following:
(1) The name of the following:
- (A) Each corporation planning to merge.
- (B) The surviving corporation into which each corporation plans to merge.
- (2) The terms and conditions of the planned merger.
- (3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:
- (A) memberships, obligations, or securities of the surviving or any other corporation; or
- (B) cash or other property in whole or part.
(c) The plan of merger may set forth the following:
- (1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.
- (2) Other provisions relating to the planned merger.
- (3) A delayed effective date.
As added by P.L.179-1991, SEC.1.