Indiana Code 27-11-5-4. Consolidation or merger
(1) a certified copy of the written contract containing in full the terms and conditions of the consolidation or merger;
Terms Used In Indiana Code 27-11-5-4
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Contract: A legal written agreement that becomes binding when signed.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Property: includes personal and real property. See Indiana Code 1-1-4-5
- Verified: when applied to pleadings, means supported by oath or affirmation in writing. See Indiana Code 1-1-4-5
(3) a certificate of the officers, verified by their respective oaths, that the consolidation or merger has been approved by a two-thirds (2/3) vote of the supreme governing body of each society, the vote being conducted at a regular or special meeting of each body, or, if the society’s laws permit, by mail; and
(4) evidence that, at least sixty (60) days before the action of the supreme governing body of each society, the text of the contract has been furnished to all members of each society either by mail or by publication in full in the official publication of each society.
(b) If the commissioner finds that:
(1) the contract is in conformity with this section;
(2) the financial statements are correct; and
(3) the consolidation or merger is just and equitable to the members of each society;
the commissioner shall approve the contract and issue a certificate to that effect. Upon approval, the contract shall be in full force and effect unless any society that is a party to the contract is incorporated under the laws of any other state or territory. In that event, the consolidation or merger shall not become effective unless and until it has been approved as provided by the laws of the state or territory and a certificate of approval has been filed with the commissioner or, if the laws of the state or territory contain no such provision, then the consolidation or merger shall not become effective unless and until it has been approved by the commissioner of that state or territory and a certificate of approval has been filed with the commissioner of this state.
(c) Upon the consolidation or merger becoming effective, all the rights, franchises, and interests of the consolidated or merged societies in and to every species of property, real, personal, or mixed, and things in action belonging to the consolidated or merged societies shall be vested in the society resulting from or remaining after the consolidation or merger without any other instrument, except that conveyances of real property may be evidenced by proper deeds, and the title to any real estate or interest in any real estate, vested under the laws of this state in any of the societies consolidated or merged, shall not revert or be in any way impaired by reason of the consolidation or merger, but shall vest absolutely in the society resulting from or remaining after the consolidation or merger.
(d) The affidavit of any officer of the society or of anyone authorized by it to mail any notice or document, stating that the notice or document has been duly addressed and mailed, is prima facie evidence that the notice or document has been furnished the addressees.
As added by P.L.262-1985, SEC.1. Amended by P.L.136-2018, SEC.201.