1. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40 .

2. (b) If:

   1. (1) a domestic entity that is not a benefit corporation is a party to:

      1. (A) a merger, consolidation, or conversion; or
      2. (B) the exchanging entity in a share exchange; and

   2. (2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation;

      the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote.

As added by P.L.93-2015, SEC.3.