IC 36-12-8.5
    Chapter 8.5. Library Services Authorities; Conversion IntoNonprofit Corporation

IC 36-12-8.5-1
Applicability
    Sec. 1. The definitions in IC 36-12-8 apply to this chapter.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-2
"Authority"
    Sec. 2. As used in this chapter, "authority" refers to a libraryservices authority established under IC 36-12-8.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-3
"Plan"
    Sec. 3. As used in this chapter, "plan" refers to a plan of merger.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-4
Application of chapter
    Sec. 4. This chapter applies to the following entities:
        (1) An authority.
        (2) A domestic nonprofit corporation that merges with anauthority under this chapter.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-5
Authorization for conversion into nonprofit corporation
    Sec. 5. An authority may merge under this chapter with:
        (1) one (1) or more other library services authorities;
        (2) a domestic nonprofit corporation; or
        (3) both:
            (A) one (1) or more other library services authorities; and
            (B) a domestic nonprofit corporation;
to form a domestic nonprofit corporation and gain the rights,privileges, immunities, and franchises available under IC 23-17.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-6
Procedure for merger and conversion; plan of merger; approval
    Sec. 6. (a) A merger and conversion into a domestic nonprofitcorporation under this chapter must be:
        (1) proposed by the executive committee of an authority by aresolution of merger and conversion; and
        (2) adopted by the affirmative vote of at least two-thirds (2/3)of the qualified and acting voting members of the executivecommittee physically present at a meeting at which a quorum ispresent.The resolution of merger and conversion required under thissubsection must include the plan of merger between the authority andthe surviving corporation.
    (b) A plan of merger included in a resolution of merger andconversion under subsection (a) must include the following:
        (1) The name of:
            (A) each entity planning to merge; and
            (B) the surviving corporation into which the entities plan tomerge.
        (2) The terms and conditions of the planned merger andconversion.
        (3) The manner and basis, if any, of converting thememberships in the authority into memberships in the survivingcorporation.
    (c) A plan may include the following:
        (1) Amendments to, or a restatement of, the articles ofincorporation or bylaws of the surviving corporation.
        (2) Other provisions relating to the planned merger andconversion.
        (3) A delayed effective date.
    (d) For a merger under this chapter to be completed, the plan ofmerger, in addition to being approved under subsection (a), must beapproved as follows:
        (1) The plan must be approved by the affirmative vote of:
            (A) at least two-thirds (2/3) of the qualified and actingmembers of the board of directors; and
            (B) at least two-thirds (2/3) of the members;
        of the domestic nonprofit corporation that will be the survivingcorporation after the merger. If the corporation that will be thesurviving corporation is being formed for purposes of themerger, the approval under this subdivision must be given afterthe formation of the corporation.
        (2) The plan must also be approved by the affirmative vote ofat least two-thirds (2/3) of the qualified and acting members ofthe board of directors of the authority who are present in personor by proxy at a meeting of the board of directors of theauthority at which a quorum is present.
    (e) If the board of directors of the corporation that will be thesurviving corporation after the merger seeks to have the planapproved by the members of the corporation at a membershipmeeting, the corporation shall give notice of the proposedmembership meeting to the members of the corporation underIC 23-17-10-5. The notice must state that the purpose of the meetingis to consider the plan, and the notice must contain or beaccompanied by a copy or summary of the plan.
    (f) If the executive committee of the authority seeks to have theplan approved by the board of directors of the authority at a meetingof the board of directors, the authority shall give notice of themeeting to the members of the board of directors at least thirty (30)days before the meeting. The notice must state that the purpose of the

meeting is to consider the plan, and the notice must contain or beaccompanied by a copy or summary of the plan. The copy orsummary of the plan must include a copy or summary of the articlesof incorporation and bylaws that will be in effect after the mergerand conversion take effect.
    (g) An action taken at any time to propose, consider, approve, oradopt a merger and conversion or a plan of merger and conversionunder this section is valid for purposes of this section.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-7
Submission of plan to certain state agencies; approval
    Sec. 7. After a plan of merger is approved under section 6 of thischapter, the surviving corporation shall deliver to the secretary ofstate articles of merger that include the following:
        (1) The plan.
        (2) The following concerning the authority that will undergomerger and conversion into a domestic nonprofit corporationunder the plan:
            (A) If the approval of the members of the authority was notrequired for the merger, a statement to the effect thatapproval of the members was not required and a statementthat the plan was approved by a sufficient vote of the boardof directors and the executive committee of the authority.
            (B) If the approval of the members of the authority wasrequired for the merger, the following:
                (i) The designation, number of memberships outstanding,number of votes entitled to be cast by each class entitledto vote separately on the plan, and the number of votes ofeach class undisputedly voting on the plan.
                (ii) Either the total number of votes for and votes againstthe plan cast by each class entitled to vote separately onthe plan, or the total number of undisputed votes cast forthe plan by each class and a statement that the number ofvotes cast for the plan by each class was sufficient forapproval by that class.
        (3) The following concerning the corporation that will be thesurviving corporation after a merger under this chapter:
            (A) If the approval of the plan by a person other than theboard of directors or members of the corporation is required,a statement that the approval was obtained.
            (B) If the approval of the plan by the members of thecorporation was not required, a statement to the effect thatapproval of the members was not required and a statementthat the plan was approved by a sufficient vote of the boardof directors.
            (C) If the approval of the plan by the members of thecorporation was required, the following:
                (i) The designation, number of memberships outstanding,number of votes entitled to be cast by each class entitled

to vote separately on the plan, and the number of votes ofeach class undisputedly voting on the plan.
                (ii) Either the total number of votes for and votes againstthe plan cast by each class entitled to vote separately onthe plan, or the total number of undisputed votes cast forthe plan by each class and a statement that the number ofvotes cast for the plan by each class was sufficient forapproval by that class.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-8
Surviving corporation; rights, privileges, immunities, and powersand duties
    Sec. 8. (a) When a merger and conversion under this chapter takeeffect, the following occur:
        (1) An authority that is a party to the merger and conversionmerges into the surviving corporation and the separate existenceof the authority ceases.
        (2) The surviving corporation has all of the rights, privileges,immunities, and powers and is subject to all the duties,restrictions, penalties, and liabilities of a nonprofit corporationorganized under IC 23-17.
        (3) The surviving corporation:
            (A) does not have the rights, privileges, immunities, andpowers; and
            (B) is not subject to the duties, restrictions, penalties, andliabilities;
        of an authority, including, without limitation, those providedunder IC 36-12-8 or IC 36-12-9.
        (4) The title to real property and other property owned by eachparty to the merger is vested in the surviving corporationwithout reversion or impairment, subject to any conditions towhich the property was subject before the merger.
        (5) Subject to subdivision (3), the surviving corporation has allof the liabilities and obligations of each party to the merger.
        (6) A proceeding pending against a party to the merger may becontinued as if the merger and conversion had not occurred, orthe surviving corporation may be substituted in the proceedingfor the party whose existence ceased.
        (7) The articles of incorporation and bylaws of the survivingcorporation are amended or restated to the extent provided inthe plan.
    (b) After a merger and conversion take effect under this chapter,any terms of the plan that are not included in the articles ofincorporation are considered to be contract rights only and are notpart of the governing document of the corporation.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-9
Requirements of merger    Sec. 9. A nonprofit corporation organized under IC 23-17 that isa party to a merger with an authority under this chapter shall complywith the applicable requirements of IC 23-17-19 relating to mergersexcept when those requirements are inconsistent with this chapter.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-10
Articles of merger; filing; approval or disapproval
    Sec. 10. (a) The secretary of state shall approve or disapprovearticles of merger filed under this chapter after first making theexaminations or investigations the secretary of state considersnecessary to determine whether the proposed merger and conversionis lawful.
    (b) If the secretary of state approves the articles of merger:
        (1) the approval is conclusive proof that the parties to themerger satisfied all conditions precedent to the merger; and
        (2) the effective date of the merger and conversion is the dateof the filing of the articles of merger, unless a delayed effectivedate is specified in the articles.
As added by P.L.91-2009, SEC.2.

IC 36-12-8.5-11
Record of merger and conversion
    Sec. 11. (a) After a merger and conversion under this chapterbecome effective, the surviving corporation resulting from themerger and conversion may file for record a file stamped copy of thearticles of merger with the county recorder of each county in whichis located real property:
        (1) that, when the merger and conversion became effective, wasowned by a merging entity; and
        (2) the title to which is transferred by the merger andconversion.
    (b) If a plan sets forth amendments to the articles of incorporationof the surviving corporation that change the surviving corporation'scorporate name, the surviving corporation may file for record a filestamped copy of the articles of merger with the county recorder ofeach county in which is located real property that was owned by thesurviving corporation when the merger and conversion becameeffective.
    (c) A failure to record under this section does not affect thevalidity of:
        (1) a merger and conversion under this chapter; or
        (2) the change in corporate name of a surviving corporationdescribed in subsection (b).
As added by P.L.91-2009, SEC.2.