Section 28-1-7-11 - Consolidation; resolution approving joint agreements; contents The consolidation of any two (2) or more corporations, as authorized in section 1 of this chapter, shall be effected in the following manner. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of such board, approve a joint agreement of consolidation setting forth the following:
(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, hereinafter designated as the new corporation.(b) The terms and conditions of the proposed consolidation and the manner of carrying such consolidation into effect.(c) The manner and basis of converting the shares of the capital stock of each corporation into the shares of the new corporation.(d) With respect to the new corporation, all of the statements required by IC 28-12-2 to be set forth in original articles of incorporation for corporations formed under this article.(e) Such other provisions with respect to the proposed consolidation as may be deemed necessary or desirable.(Formerly: Acts 1933, c.40, s.124.) As amended by P.L. 263-1985, SEC.30; P.L. 14-1992, SEC.69.