CHAPTER 17.5. MERGER OR CONSOLIDATION OF RURAL ELECTRIC MEMBERSHIP CORPORATIONS AND TELEPHONE COOPERATIVE CORPORATIONS
IC 8-1-17.5
Chapter 17.5. Merger or Consolidation of Rural ElectricMembership Corporations and Telephone Cooperative Corporations
IC 8-1-17.5-1
"Commission"
Sec. 1. As used in this chapter, "commission" refers to the Indianautility regulatory commission created by IC 8-1-1-2.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-2
"Communications service"
Sec. 2. As used in this chapter, "communications service" has themeaning set forth in IC 8-1-32.5-3.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-3
"Patronage capital"
Sec. 3. As used in this chapter, "patronage capital" meansrevenues and receipts returned to members under section 24(d) ofthis chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-4
"Retail electric service"
Sec. 4. As used in this chapter, "retail electric service" has themeaning set forth in IC 8-1-2.3-2(c).
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-5
"Successor corporation"
Sec. 5. As used in this chapter, "successor corporation" means acorporation that is formed from a consolidation of two (2) or morecorporations under this chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-6
"Surviving corporation"
Sec. 6. As used in this chapter, "surviving corporation" means thecorporation that remains after a merger of two (2) or morecorporations under this chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-7
Authority to merge or consolidate; status of surviving or successorcorporation
Sec. 7. (a) A corporation organized under IC 8-1-13 may merge orconsolidate with:
(1) one (1) or more cooperative corporations organized underIC 8-1-17; or (2) one (1) or more corporations formed under this chapter;
if a plan of merger or consolidation that complies with section 8 ofthis chapter is approved under section 9 of this chapter.
(b) A cooperative corporation organized under IC 8-1-17 maymerge or consolidate with:
(1) one (1) or more corporations organized under IC 8-1-13; or
(2) one (1) or more corporations formed under this chapter;
if a plan of merger or consolidation that complies with section 8 ofthis chapter is approved under section 9 of this chapter.
(c) A surviving corporation or successor corporation formed underthis chapter:
(1) has all the rights, powers, privileges, immunities, andexemptions of:
(A) a local district corporation organized under IC 8-1-13;and
(B) a local cooperative corporation organized underIC 8-1-17; and
(2) is considered to be both:
(A) a local district corporation, within the meaning of thatterm as used in IC 8-1-13; and
(B) a local cooperative corporation, within the meaning ofthat term as used in IC 8-1-17.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-8
Plan of merger or consolidation; contents
Sec. 8. A plan of merger or consolidation must include thefollowing:
(1) The name of each merging or consolidating corporation.
(2) The name of the surviving corporation or successorcorporation.
(3) The terms and conditions of the merger or consolidation andthe mode of carrying the merger or consolidation into effect,including the manner in which members of the merging orconsolidating corporations may or shall become members of thesurviving corporation or successor corporation.
(4) A plan for the retirement of patronage capital accrued bymembers of the merging or consolidating corporations.
(5) The proposed articles of merger or consolidation or acomprehensive summary of the proposed articles of merger orconsolidation.
(6) The effective date of the merger or consolidation.
(7) The number of, and length of terms for, directors of thesurviving corporation or successor corporation and, if there willbe voting districts in the service areas of the survivingcorporation or successor corporation, a description of thedistricts and the number of directors to represent each district.
(8) The names and addresses of the directors of the survivingcorporation or successor corporation.
(9) Any other provision concerning the planned merger or
consolidation considered necessary or appropriate by the boardsof directors of the merging or consolidating corporations.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-9
Approval of plan by members; notice of meeting
Sec. 9. The board of directors of each corporation that seeks tomerge or consolidate with another corporation, as authorized bysection 7 of this chapter, must obtain from the corporation's ownmembership approval of a plan of merger or consolidation thatcomplies with section 8 of this chapter. A corporation that seeksapproval from its membership under this section shall give notice tothe corporation's members of the place, date, and time of a meetingat which the members may vote on the plan of merger orconsolidation. The notice required by this section:
(1) must be given:
(A) not less than ten (10) days before the date of themeeting, if the notice is given by first class or registeredmail; or
(B) not less than thirty (30) days or more than sixty (60)days before the date of the meeting, if the notice is given bya method other than that described in clause (A);
(2) must state that a purpose of the meeting is to consider a planof merger or consolidation; and
(3) must include or be accompanied by a copy or summary ofthe plan of merger or consolidation prepared in compliance withsection 8 of this chapter, including a copy or summary of theproposed articles of merger or consolidation, as required bysection 8(5) of this chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-10
Articles of merger or consolidation; contents; filing with secretaryof state; articles of incorporation; abandonment of plan beforefiling
Sec. 10. (a) If at each meeting of members at which a vote is takenon a plan of merger or consolidation, as required by section 9 of thischapter, the plan of merger or consolidation is approved by aresolution adopted and receiving the affirmative vote of at least amajority of the members present and voting at the meeting, thedirectors of the surviving corporation or successor corporation, asidentified in the plan of merger or consolidation, shall subscribe andacknowledge articles entitled and endorsed "Articles of merger(consolidation) of __________" (the blank space being filled in withthe names of the corporations being merged or consolidated, asappropriate).
(b) The articles of merger or consolidation required by subsection(a) must include the following:
(1) The names of the corporations being merged orconsolidated. (2) The name of the surviving corporation or successorcorporation.
(3) A statement that each merging or consolidating corporationagrees to the merger or consolidation.
(4) The maximum number of directors for the survivingcorporation or successor corporation, which number may not beless than three (3).
(5) The names and addresses of the directors of the survivingcorporation or successor corporation.
(6) The terms and conditions of the merger or consolidation andthe mode of carrying the merger or consolidation into effect,including the manner in which members of the merging orconsolidating corporations may or shall become members of thesurviving corporation or successor corporation.
(7) The location of the surviving corporation's or successorcorporation's principal office, along with the mailing address forthe surviving corporation or successor corporation.
(8) A specified period for the duration of the survivingcorporation or successor corporation or a statement that theduration of the surviving corporation or successor corporationis to be perpetual.
(c) In addition to the items required by subsection (b), the articlesof merger or consolidation required by subsection (a) may include:
(1) provisions creating, defining, limiting, or regulating thepowers of the surviving corporation or successor corporation;and
(2) any other provision that:
(A) is not contrary to law;
(B) is contained in the plan of merger or consolidationapproved by the respective memberships of the merging orconsolidating corporations; and
(C) concerns the regulation of the business or conduct of theaffairs of the surviving corporation or successor corporation.
(d) Subject to subsection (f), the articles of merger orconsolidation, or one (1) or more certified copies of the articles ofmerger or consolidation, shall be filed in the office of the secretaryof state. Upon filing with the secretary of state, the survivingcorporation or successor corporation, under its designated name,constitutes a body corporate with all the powers of the merging orconsolidating corporations as originally formed under:
(1) IC 8-1-13;
(2) IC 8-1-17; or
(3) this chapter;
as applicable.
(e) Upon being filed with the secretary of state under subsection(d), the articles of merger or consolidation are considered the articlesof incorporation of the surviving corporation or successorcorporation, and the surviving corporation or successor corporationmay subsequently amend the articles of incorporation in accordancewith IC 23-17-17. (f) At any time after a plan of merger or consolidation is approvedby the respective memberships of the corporations that seek to mergeor consolidate, as described in subsection (a), and before articles ofmerger or consolidation are filed with the secretary of state undersubsection (d), the plan of merger or consolidation may beabandoned without further action by the respective memberships,boards of directors, or other persons who proposed or approved theplan of merger or consolidation for the corporations that sought tomerge or consolidate. A plan of merger or consolidation that isabandoned under this subsection must be done:
(1) in accordance with any procedure set forth for that purposein the plan of merger or consolidation; or
(2) in the manner determined by the boards of directors of thecorporations that sought to merge or consolidate, if a proceduredescribed in subdivision (1) is not set forth in the plan ofmerger or consolidation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-11
Legal status of merging or consolidating corporations; property;liabilities and obligations; pending proceedings; terms not includedin articles
Sec. 11. After a merger or consolidation takes effect under section10(d) of this chapter, the following apply:
(1) If two (2) or more corporations merge into a survivingcorporation, the separate existence of each merging corporationceases upon the effective date of the merger and only thesurviving corporation exists.
(2) If a consolidation of two (2) or more corporations occurs,the separate existence of each consolidating corporation ceasesupon the effective date of the consolidation and only thesuccessor corporation exists.
(3) The title to real property and other property owned by eachmerging or consolidating corporation is vested in the survivingcorporation or successor corporation without reversion orimpairment, subject to any conditions or liens to which theproperty was subject before the merger or consolidation.
(4) The surviving corporation or successor corporation assumesall liabilities and obligations of each merging or consolidatingcorporation.
(5) A proceeding that:
(A) is initiated against a merging or consolidatingcorporation before the merger or consolidation becomeseffective under section 10(d) of this chapter; and
(B) has not been resolved at the time the merger orconsolidation becomes effective under section 10(d) of thischapter;
may be continued as if the merger or consolidation did notoccur, or the surviving corporation or successor corporationmay be substituted in the proceeding for the corporation whose
existence ceases under subdivision (1) or (2) at the time themerger becomes effective under section 10(d) of this chapter.
(6) Any terms of the plan of merger or consolidation that are notincluded in the articles of merger or consolidation filed with thesecretary of state under section 10 of this chapter are consideredcontract rights only and are not considered part of the governingdocument of the surviving corporation or successor corporation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-12
Board of directors; election of directors; terms; districts;remuneration for services; reimbursement; officers
Sec. 12. (a) Each surviving corporation or successor corporationformed under this chapter must have a board of directors thatconstitutes the governing body of the surviving corporation orsuccessor corporation. Unless otherwise provided in the survivingcorporation's or successor corporation's bylaws, or in the survivingcorporation's or successor corporation's articles of incorporation, adirector of the surviving corporation or successor corporation mustbe:
(1) a member of the surviving corporation or successorcorporation;
(2) an officer, a director, or a partner of a member of thesurviving corporation or successor corporation; or
(3) an owner of a member of the surviving corporation orsuccessor corporation, if the member is a sole proprietorship.
(b) Directors, other than those named in the survivingcorporation's or successor corporation's bylaws or articles ofincorporation, shall be elected by those members entitled to vote forthe surviving corporation's or successor corporation's directors.Unless the surviving corporation's or successor corporation's bylawsor articles of incorporation provide otherwise, the directors shall beelected annually.
(c) The surviving corporation's or successor corporation's bylawsor articles of incorporation may provide the following:
(1) That the directors may hold office for any stated period notexceeding three (3) years.
(2) That the directors shall be elected so that the terms of one(1) or more directors expire at any specified time.
(3) That only the number of directors needed to succeed thosewhose terms are about to expire or to fill vacancies shall beelected in any given year.
(4) That the areas in which the members of the survivingcorporation or successor corporation reside shall be apportionedinto districts. If the bylaws or articles of incorporation providefor the creation of districts under this subdivision:
(A) the bylaws or articles of incorporation must prescribe theprocedure by which the members residing in any one (1)district may nominate a director; and
(B) the bylaws or articles of incorporation may provide that
the person receiving the most votes in an election for adirector representing a district is the winner of the election,regardless of whether the person receives a majority of thetotal votes cast by members eligible to vote and voting in theelection.
(5) That a fair remuneration may or shall be paid for the timeactually spent by the:
(A) officers;
(B) directors; or
(C) members of the executive committee;
of the surviving corporation or successor corporation in theperformance of their duties.
(d) The:
(1) officers;
(2) directors; or
(3) members of the executive committee;
of the surviving corporation or successor corporation are entitled toreimbursement for expenses actually incurred in the performance oftheir duties, regardless of whether the surviving corporation's orsuccessor corporation's bylaws or articles of incorporation providefor remuneration for the performance of those duties undersubsection (c)(5).
(e) The board of directors of the surviving corporation orsuccessor corporation shall annually designate and elect thoseofficers the board considers necessary.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-13
Powers of board
Sec. 13. The board of directors of the surviving corporation orsuccessor corporation has the power to do all things necessary orconvenient to conduct the business of the surviving corporation orsuccessor corporation, including the following:
(1) The power to make, alter, amend, or repeal bylaws that:
(A) concern the regulation and management of the affairs ofthe surviving corporation or successor corporation; and
(B) are not inconsistent with any applicable law or with thearticles of incorporation.
(2) The power to appoint agents and employees and to fix theircompensation and the compensation of the officers of thesurviving corporation or successor corporation.
(3) The power to execute instruments.
(4) The power to delegate to one (1) or more:
(A) directors;
(B) agents; or
(C) employees;
of the surviving corporation or successor corporation thepowers and duties the board considers appropriate.
(5) The power to make the board's own rules and regulationsconcerning the board's procedures.As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-14
Certificates of membership; meetings of members; notice; quorum;election of directors from districts
Sec. 14. (a) A surviving corporation or successor corporation mayissue to its members certificates of membership and each member isentitled to only one (1) vote on each question or election at anyregular or special meeting of the surviving corporation or successorcorporation.
(b) Meetings of members may be held at any place provided forin the bylaws. An annual meeting of the members shall be held at thetime provided for in the bylaws.
(c) Unless otherwise provided in the bylaws or articles ofincorporation of the surviving corporation or successor corporation,the following apply:
(1) Special meetings may be called:
(A) by the board of directors;
(B) upon a petition signed by at least five percent (5%) of allthe members; or
(C) by any other officers or persons as may be provided inthe articles of incorporation or the bylaws.
(2) Written or printed notice stating the place, date, and time ofa meeting of members and, in the case of a special meeting,each purpose for which the meeting is called, shall be deliverednot less than ten (10) days or more than thirty (30) days beforethe date of the meeting, either personally or by mail, by or at thedirection of the officers or persons calling the meeting, to eachmember of record entitled to vote at the meeting. If mailed, thenotice is considered delivered when deposited in the UnitedStates mail in a sealed envelope addressed to the member at themember's address as it appears on the records of the survivingcorporation or successor corporation, with postage prepaid.Notice of meetings of members may be waived in writing.
(3) Two percent (2%) of all members present in person at anymeeting for which notice has been given as provided insubdivision (2) constitutes a quorum for the transaction ofbusiness at the meeting.
(4) A majority vote of those members who are present in personand voting at any regular meeting, or at any special meetingcalled at least in part for the purpose of the vote, is necessaryfor the taking of any action, the adoption of any resolution, orthe election of any directors or officers, as applicable.
(d) As provided in section 12(c)(4) of this chapter, the bylaws orarticles of incorporation of the surviving corporation or successorcorporation may provide that if more than two (2) persons run forelection as a director from the same district, the person receiving themost votes is elected, regardless of whether that person receives amajority of the total votes cast by those members present in personand voting at the meeting at which the election occurs.As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-15
Requirements for membership
Sec. 15. A person may not become or remain a member of asurviving corporation or successor corporation formed under thischapter unless the person:
(1) uses retail electric service or communications servicesupplied by the surviving corporation or successor corporation;and
(2) complies with the terms and conditions:
(A) concerning membership; and
(B) set forth in the bylaws or articles of incorporation of thesurviving corporation or successor corporation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-16
Members not liable for debts or liabilities of corporation; directoracting in good faith not personally liable
Sec. 16. (a) A member of a surviving corporation or successorcorporation formed under this chapter is not liable or responsible forthe debts or liabilities of the surviving corporation or successorcorporation.
(b) A director of a surviving corporation or successor corporationformed under this chapter is not personally liable for the acts oromissions of the surviving corporation or successor corporation if thedirector acts in good faith in performing the director's duties underthis chapter or under the bylaws or articles of incorporation of thesurviving corporation or successor corporation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-17
Powers of surviving or successor corporation; authorized services
Sec. 17. (a) A surviving corporation or successor corporationformed under this chapter has all the powers and may provide any ofthe services that any party to the merger or consolidation had orcould provide under:
(1) IC 8-1-13;
(2) IC 8-1-17; or
(3) this chapter;
on the effective date of the merger or consolidation.
(b) A surviving corporation or successor corporation formedunder this chapter is vested with all powers necessary for theaccomplishment of the surviving corporation's or successorcorporation's corporate purpose. An enumeration of particularpowers granted by this chapter does not:
(1) impair any grant of general power by this chapter; or
(2) limit any grant of a particular power to the same class ofpowers as the power so enumerated.
(c) As used in this section, "services" shall be interpreted in its
broadest sense and includes any services authorized by:
(1) IC 8-1-13;
(2) IC 8-1-17; or
(3) this chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-18
Enumerated powers of surviving or successor corporation
Sec. 18. A surviving corporation or successor corporation formedunder this chapter may perform any acts necessary or convenient forcarrying out the purpose for which the surviving corporation orsuccessor corporation was formed, including the following:
(1) To sue and be sued.
(2) To have a seal and alter the seal as the board considersappropriate.
(3) To acquire, hold, and dispose of property, real and personal,tangible and intangible, or any interest in property, and to payfor the property or interest in property in cash or on credit, andto secure and procure payment of all or any part of the purchaseprice on the terms and conditions that the board determinesappropriate.
(4) To acquire, own, exchange, operate, maintain, and improvea system or systems for the delivery of retail electric service orcommunications service.
(5) To borrow money and otherwise contract indebtedness, andto issue or guarantee notes, bonds, and other evidences ofindebtedness and to secure the payment of the notes, bonds, andother evidences of indebtedness by mortgage, pledge, or deedof trust of, or any other encumbrance upon, any or all of thesurviving corporation's or successor corporation's then ownedor later acquired real or personal property, assets, franchises, orrevenues.
(6) To construct, purchase, lease as lessee, or otherwise acquire,and to improve, expand, install, equip, maintain, and operate,and to sell, assign, convey, lease as lessor, mortgage, pledge, orotherwise dispose of or encumber electric or communicationsfacilities or systems, lands, buildings, structures, plants andequipment, exchanges, and any other real or personal property,tangible or intangible that is necessary or appropriate toaccomplish the purpose for which the surviving corporation orsuccessor corporation was formed.
(7) To construct, operate, and maintain electric orcommunications facilities across or along any street or publichighway, or over any lands which are now or may be theproperty of this state or any political subdivision of the state,after obtaining any necessary franchise or permit. Before anyelectric or communications facilities are constructed across oralong a highway in the state highway system, the survivingcorporation or successor corporation shall obtain a permit to doso from the Indiana department of transportation, and the permit
from the Indiana department of transportation shall not beunreasonably withheld, delayed, or denied. The location andsetting of the facilities shall be approved by the Indianadepartment of transportation and, upon that approval, shall besubject to the supervision of the Indiana department oftransportation. Before any electric or communications facilitiesare constructed on or across lands belonging to the state, thesurviving corporation or successor corporation shall first obtaina permit to do so from the department having charge of thelands, and the permit from that department shall not beunreasonably withheld, delayed, or denied. The location andsetting of the facilities shall be approved by the departmenthaving jurisdiction and, upon that approval, shall be subject tothe supervision of that department. The electric orcommunications facilities shall be erected and maintained so asnot to interfere with the use and maintenance of the streets,highways, and lands, and the facilities or any part of thefacilities may not be located so as to interfere with the ingressor egress from any premises on a street or highway. This sectiondoes not prohibit the body having charge of the street orhighway from requiring the relocation of any facility or part ofa facility which may affect the proper use of the street orhighway for public travel, for drainage, or for the repair,construction, or reconstruction of the street or highway. Thesurviving corporation or successor corporation shall restore thestreet, highway, or lands to their former condition or state to theextent possible and shall not use the street, highway, or lands ina manner that impairs unnecessarily their usefulness or injuresthe property of others.
(8) To connect and interconnect the surviving corporation's orsuccessor corporation's communications facilities or systemswith other communications facilities or systems.
(9) To accept gifts or grants of property, real or personal, fromany person, municipality, or federal agency and to acceptvoluntary and uncompensated services.
(10) To make any contracts necessary or convenient for the fullexercise of the powers granted by this chapter, includingcontracts with any person, federal agency, or municipality forthe purchase of energy needed by the surviving corporation orsuccessor corporation to supply its members; for themanagement and conduct of the business of the survivingcorporation or successor corporation; and for the fixing of therates, fees, or charges for service rendered or to be rendered bythe surviving corporation or successor corporation.
(11) To sell, lease, mortgage, or otherwise encumber or disposeof all or any part of the surviving corporation's or successorcorporation's property as provided in this chapter.
(12) To levy and collect reasonable fees, rents, tolls, and othercharges for services rendered.
(13) To exercise the right of eminent domain in the manner
provided by law.
(14) To recover, after a period of two (2) years, any unclaimedstocks, dividends, capital credits, patronage capital, utilitydeposits, membership fees, account balances, or book equitiesfor which the owner cannot be found and that are the result ofdistributable savings of the surviving corporation or successorcorporation being returned to the members on a pro rata basisunder section 24(d) of this chapter.
(15) To cease doing business and to dissolve and surrender thesurviving corporation's or successor corporation's corporatefranchise.
(16) To issue membership certificates.
(17) To adopt, amend, and repeal bylaws.
(18) To perform any of acts set forth in this section under,through, or by means of the surviving corporation's or successorcorporation's own officers, agents, or employees, or bycontracts with any person, federal agency, or municipality.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-19
Disposal of all of the corporation's property; authorization ofmembers and directors required
Sec. 19. A surviving corporation or successor corporation formedunder this chapter may not sell, lease, exchange, mortgage, pledge,or otherwise sell all, or substantially all, of the survivingcorporation's or successor corporation's property unless thetransaction is authorized by a resolution adopted at a meeting of thesurviving corporation's or successor corporation's members dulycalled and held as provided in section 14 of this chapter. Unlessotherwise provided in the surviving corporation's or successorcorporation's bylaws or articles of incorporation, the resolution mustreceive the affirmative vote of:
(1) at least a majority of the surviving corporation's or successorcorporation's members who are present at the meeting heldunder this section; and
(2) the affirmative vote of at least a majority of the corporation'sdirectors who are present at a meeting of the board of directorscalled and held as provided in the surviving corporation's orsuccessor corporation's bylaws or articles of incorporation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-20
Authority to issue obligations; sale of obligations
Sec. 20. (a) A surviving corporation or successor corporationformed under this chapter has the power and is authorized, from timeto time, to issue the surviving corporation's or successor corporation'sobligations for any corporate purpose. The obligations may beauthorized by one (1) or more resolutions of the board and may bearthe date or dates, mature at the time or times, not exceeding forty(40) years from their respective dates, bear interest at any rate,
payable semiannually, be in the denominations, be in the form, eithercoupon or registered, carry the registration privileges, be executed inthe manner, be payable in the medium of payment, at the place orplaces, and be subject to the terms of redemption, not exceeding theprincipal amount of the obligations plus accrued interest, as theboard's resolution or resolutions may provide.
(b) The obligations may be sold in the manner and upon the termsas the board may determine at not less than the principal amount ofthe obligations plus accrued interest.
(c) Notwithstanding any provision of law to the contrary, anyobligations and related interest coupons, if any, issued under thischapter must possess all the qualities of negotiable instruments.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-21
Issuing of obligations; right to make covenants and agreements
Sec. 21. In connection with the issuance of any obligations, asurviving corporation or successor corporation formed under thischapter may make any covenants or agreements and do any acts andthings that may be necessary, convenient, or desirable in order tosecure the surviving corporation's or successor corporation'sobligations or which, in the absolute discretion of the board, tend tomake the obligations more marketable, notwithstanding that thecovenants, agreements, acts, or things may constitute a limitation onthe exercise of the powers granted by this chapter.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-22
Right of corporation to purchase its own obligations; cancellationupon purchase
Sec. 22. A surviving corporation or successor corporation formedunder this chapter may, out of any funds available for that purpose,purchase:
(1) any obligations issued by the surviving corporation orsuccessor corporation; and
(2) any accrued interest on the obligations;
at a price determined by resolution of the board. Any obligationdescribed in this section shall be cancelled upon its purchase by thesurviving corporation or successor corporation.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-23
Articles of dissolution; filing with secretary of state; contents;winding up of business; remaining assets
Sec. 23. (a) A surviving corporation or successor corporationformed under this chapter may be dissolved by filing in the office ofthe secretary of state articles of dissolution that must be entitled andendorsed "Articles of dissolution of ____________" (the blank spacebeing filled in with the name of the surviving corporation orsuccessor corporation) and must include the following: (1) The name of the surviving corporation or successorcorporation and the names of the original corporations that weremerged or consolidated to form the surviving corporation orsuccessor corporation.
(2) The date of filing the following in the office of the secretaryof state:
(A) the surviving corporation's or successor corporation'sarticles of incorporation, as most recently amended; and
(B) the articles of incorporation of the original corporationsthat were merged or consolidated to form the survivingcorporation or successor corporation.
(3) A statement that the corporation elects to dissolve.
(4) The name and post office address of each of the directors ofthe surviving corporation or successor corporation, and thename, title, and post office address of each of the officers of thesurviving corporation or successor corporation.
(b) The articles of dissolution shall be subscribed andacknowledged by the surviving corporation's or successorcorporation's president or a vice president, and by the secretary or anassistant secretary, who shall make and annex an affidavit stating thatthey have been authorized to execute and file the articles by aresolution adopted by the members of the surviving corporation orsuccessor corporation at a meeting called and held as provided insection 14 of this chapter.
(c) The articles of dissolution, or one (1) or more certified copiesof the articles, shall be filed in the office of the secretary of state andupon that filing, the corporation shall be considered dissolved.
(d) A surviving corporation or successor corporation dissolvedunder subsection (c) shall continue for the purpose of paying,satisfying, and discharging any existing liabilities or obligations andcollecting or liquidating its assets, and doing all other acts requiredto adjust and wind up its business and affairs, and may sue and besued in its corporate name.
(e) Any assets remaining after all liabilities or obligations of thesurviving corporation or successor corporation have been satisfied ordischarged pass to and become the property of the state.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-24
Corporation to provide reasonably adequate service; reasonableand just charges; return of excess revenues to members; RuralUtility Service borrowers
Sec. 24. (a) A surviving corporation or successor corporationformed under this chapter shall be required to furnish reasonablyadequate:
(1) retail electric service or communications service, or both;and
(2) facilities for furnishing any service described in subdivision(1) that is provided by the surviving corporation or successorcorporation.The charge made by a surviving corporation or successor corporationfor any service rendered or to be rendered, either directly or inconnection with the service, must be nondiscriminatory, reasonable,and just, and every discriminatory, unjust, or unreasonable charge fora service provided under this section is prohibited and declaredunlawful.
(b) Reasonable and just charges for service within the meaning ofthis section are charges that produce sufficient revenue:
(1) to pay all legal and other necessary expense incident to theoperation of the surviving corporation's or successorcorporation's systems, including maintenance costs, operatingcharges, upkeep, repairs, depreciation and amortization, andinterest charges on bonds or other obligations;
(2) to provide a sinking fund for the liquidation of bonds orother evidences of indebtedness;
(3) to provide adequate funds to be used as working capital, aswell as funds for making extensions and replacements; and
(4) for the payment of any taxes that may be assessed againstthe corporation or its property.
(c) Charges made under this section must produce an incomesufficient to maintain the surviving corporation's or successorcorporation's property in a sound physical and financial condition torender adequate and efficient service. Any rate too low to meet therequirements of this section is unlawful.
(d) Revenues and receipts not needed for the purposes describedin this section, or not needed as reserves for those purposes, shall bereturned to the members on a pro rata basis according to the amountspaid by members for:
(1) retail electric service; or
(2) communications service;
as appropriate. Amounts returned under this subsection may be eitherin cash or in abatement of current charges for the services describedin this subsection, as the board may decide.
(e) As used in subsection (f), "financial assistance" means:
(1) a loan or loan guarantee; or
(2) a lien accommodation provided to secure a loan made byanother lender;
that is made by the Rural Utility Service of the United StatesDepartment of Agriculture (RUS) or by the Rural Telephone Bank.
(f) As used in subsections (g) and (h), "RUS borrower" means asurviving corporation or successor corporation formed under thischapter that is the recipient of financial assistance from the RuralUtility Service of the United States Department of Agriculture(RUS).
(g) In determining rates under this section, an RUS borrower mustcharge rates sufficient to enable the RUS borrower to:
(1) satisfy the RUS borrower's reasonable expenses andobligations; and
(2) repay the full amount of any financial assistance and theinterest on the financial assistance. (h) As long as there remains any unpaid part of any financialassistance associated with the property of an RUS borrower, the ratesof the RUS borrower must be set at a level sufficient to repay thefinancial assistance, regardless of the full or partial retirement of theproperty or any other change in the status of the property.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-25
Jurisdiction of commission
Sec. 25. Notwithstanding any other law, the commission mayexercise jurisdiction over a surviving corporation or successorcorporation formed under this chapter only to do the following:
(1) Ensure compliance with IC 8-1-2.8 concerning the provisionof dual party relay services to hearing impaired and speechimpaired persons in Indiana.
(2) Perform the commission's duties under IC 8-1-19.5concerning the administration of the 211 dialing code forcommunications service used to provide access to humanservices information and referrals.
(3) Enforce rules adopted under IC 8-1-29 to ensure that acustomer of a telecommunications provider is not:
(A) switched to another telecommunications provider unlessthe customer authorizes the switch; or
(B) billed for services by a telecommunications provider thatwithout the customer's authorization added the services tothe customer's service order.
(4) Conduct proceedings under:
(A) the federal Telecommunications Act of 1996 (47 U.S.C.151 et seq.); and
(B) IC 20-20-16;
concerning universal service and access to telecommunicationsservice and equipment, including the designation of eligibletelecommunications carriers under 47 U.S.C. 214.
(5) Perform any act with respect to interconnection agreementsor disputes that the commission is authorized to perform underIC 8-1-2.6-1.5 or IC 8-1-2-5.
(6) Issue or maintain certificates of territorial authority forcommunications service providers under IC 8-1-32.5.
(7) Perform the commission's duties under IC 8-1-34 to issueand maintain certificates of franchise authority to multichannelvideo programming distributors offering video service toIndiana customers.
(8) Perform the commission's duties under IC 8-1-2.6-13(d)(9)concerning the reporting of information by communicationsservice providers.
(9) Administer the Indiana lifeline assistance program underIC 8-1-36.
(10) Fulfill the commission's duties under any state or federallaw concerning the administration of any universally applicabledialing code for any communications service. (11) Perform the commission's duties under IC 8-1-2.3 withrespect to assigned service areas for electricity suppliers.
(12) Issue:
(A) certificates of public convenience and necessity,certificates of territorial authority, and indeterminate permitsunder IC 8-1-2;
(B) certificates of public convenience and necessity underIC 8-1-8.5; or
(C) certificates of public convenience and necessity underIC 8-1-8.7.
(13) Determine territorial disputes between water utilities underIC 8-1-2-86.5.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-26
Right to appeal
Sec. 26. Any person adversely affected by any final decision,ruling, or order of:
(1) the commission; or
(2) a court with jurisdiction;
under this chapter may appeal the decision, ruling, or order under thesame appeal procedures set forth in IC 8-1-3.
As added by P.L.18-2010, SEC.1.
IC 8-1-17.5-27
Applicability of nonprofit corporation law
Sec. 27. IC 23-17 and all rights and powers under IC 23-17 applyto a surviving corporation or successor corporation formed under thischapter, unless the provisions of IC 23-17 are in conflict orinconsistent with the express provisions of this chapter.
As added by P.L.18-2010, SEC.1.