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 Electric
Membership Corporations and Telephone Cooperative Corporations
IC 8-1-17.5-1
"Commission"
Sec. 1. As used in this chapter, "commission" refers to the Indiana
utility 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 the
meaning 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" means
revenues and receipts returned to members under section 24(d) of
this 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 the
meaning 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 a
corporation that is formed from a consolidation of two (2) or more
corporations 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 the
corporation that remains after a merger of two (2) or more
corporations 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 successor
corporation
Sec. 7. (a) A corporation organized under IC 8-1-13 may merge or
consolidate with:
(1) one (1) or more cooperative corporations organized under
IC 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 of
this chapter is approved under section 9 of this chapter.
(b) A cooperative corporation organized under IC 8-1-17 may
merge 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 of
this chapter is approved under section 9 of this chapter.
(c) A surviving corporation or successor corporation formed under
this chapter:
(1) has all the rights, powers, privileges, immunities, and
exemptions of:
(A) a local district corporation organized under IC 8-1-13;
and
(B) a local cooperative corporation organized under
IC 8-1-17; and
(2) is considered to be both:
(A) a local district corporation, within the meaning of that
term as used in IC 8-1-13; and
(B) a local cooperative corporation, within the meaning of
that 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 the
following:
(1) The name of each merging or consolidating corporation.
(2) The name of the surviving corporation or successor
corporation.
(3) The terms and conditions of the merger or consolidation and
the mode of carrying the merger or consolidation into effect,
including the manner in which members of the merging or
consolidating corporations may or shall become members of the
surviving corporation or successor corporation.
(4) A plan for the retirement of patronage capital accrued by
members of the merging or consolidating corporations.
(5) The proposed articles of merger or consolidation or a
comprehensive summary of the proposed articles of merger or
consolidation.
(6) The effective date of the merger or consolidation.
(7) The number of, and length of terms for, directors of the
surviving corporation or successor corporation and, if there will
be voting districts in the service areas of the surviving
corporation or successor corporation, a description of the
districts and the number of directors to represent each district.
(8) The names and addresses of the directors of the surviving
corporation or successor corporation.
(9) Any other provision concerning the planned merger or
consolidation considered necessary or appropriate by the boards
of 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 to
merge or consolidate with another corporation, as authorized by
section 7 of this chapter, must obtain from the corporation's own
membership approval of a plan of merger or consolidation that
complies with section 8 of this chapter. A corporation that seeks
approval from its membership under this section shall give notice to
the corporation's members of the place, date, and time of a meeting
at which the members may vote on the plan of merger or
consolidation. The notice required by this section:
(1) must be given:
(A) not less than ten (10) days before the date of the
meeting, if the notice is given by first class or registered
mail; 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 by
a method other than that described in clause (A);
(2) must state that a purpose of the meeting is to consider a plan
of merger or consolidation; and
(3) must include or be accompanied by a copy or summary of
the plan of merger or consolidation prepared in compliance with
section 8 of this chapter, including a copy or summary of the
proposed articles of merger or consolidation, as required by
section 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 secretary
of state; articles of incorporation; abandonment of plan before
filing
Sec. 10. (a) If at each meeting of members at which a vote is taken
on a plan of merger or consolidation, as required by section 9 of this
chapter, the plan of merger or consolidation is approved by a
resolution adopted and receiving the affirmative vote of at least a
majority of the members present and voting at the meeting, the
directors of the surviving corporation or successor corporation, as
identified in the plan of merger or consolidation, shall subscribe and
acknowledge articles entitled and endorsed "Articles of merger
(consolidation) of __________" (the blank space being filled in with
the names of the corporations being merged or consolidated, as
appropriate).
(b) The articles of merger or consolidation required by subsection
(a) must include the following:
(1) The names of the corporations being merged or
consolidated.
(2) The name of the surviving corporation or successor
corporation.
(3) A statement that each merging or consolidating corporation
agrees to the merger or consolidation.
(4) The maximum number of directors for the surviving
corporation or successor corporation, which number may not be
less than three (3).
(5) The names and addresses of the directors of the surviving
corporation or successor corporation.
(6) The terms and conditions of the merger or consolidation and
the mode of carrying the merger or consolidation into effect,
including the manner in which members of the merging or
consolidating corporations may or shall become members of the
surviving corporation or successor corporation.
(7) The location of the surviving corporation's or successor
corporation's principal office, along with the mailing address for
the surviving corporation or successor corporation.
(8) A specified period for the duration of the surviving
corporation or successor corporation or a statement that the
duration of the surviving corporation or successor corporation
is to be perpetual.
(c) In addition to the items required by subsection (b), the articles
of merger or consolidation required by subsection (a) may include:
(1) provisions creating, defining, limiting, or regulating the
powers 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 consolidation
approved by the respective memberships of the merging or
consolidating corporations; and
(C) concerns the regulation of the business or conduct of the
affairs of the surviving corporation or successor corporation.
(d) Subject to subsection (f), the articles of merger or
consolidation, or one (1) or more certified copies of the articles of
merger or consolidation, shall be filed in the office of the secretary
of state. Upon filing with the secretary of state, the surviving
corporation or successor corporation, under its designated name,
constitutes a body corporate with all the powers of the merging or
consolidating 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 articles
of incorporation of the surviving corporation or successor
corporation, and the surviving corporation or successor corporation
may subsequently amend the articles of incorporation in accordance
with IC 23-17-17.
(f) At any time after a plan of merger or consolidation is approved
by the respective memberships of the corporations that seek to merge
or consolidate, as described in subsection (a), and before articles of
merger or consolidation are filed with the secretary of state under
subsection (d), the plan of merger or consolidation may be
abandoned without further action by the respective memberships,
boards of directors, or other persons who proposed or approved the
plan of merger or consolidation for the corporations that sought to
merge or consolidate. A plan of merger or consolidation that is
abandoned under this subsection must be done:
(1) in accordance with any procedure set forth for that purpose
in the plan of merger or consolidation; or
(2) in the manner determined by the boards of directors of the
corporations that sought to merge or consolidate, if a procedure
described in subdivision (1) is not set forth in the plan of
merger 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 included
in articles
Sec. 11. After a merger or consolidation takes effect under section
10(d) of this chapter, the following apply:
(1) If two (2) or more corporations merge into a surviving
corporation, the separate existence of each merging corporation
ceases upon the effective date of the merger and only the
surviving corporation exists.
(2) If a consolidation of two (2) or more corporations occurs,
the separate existence of each consolidating corporation ceases
upon the effective date of the consolidation and only the
successor corporation exists.
(3) The title to real property and other property owned by each
merging or consolidating corporation is vested in the surviving
corporation or successor corporation without reversion or
impairment, subject to any conditions or liens to which the
property was subject before the merger or consolidation.
(4) The surviving corporation or successor corporation assumes
all liabilities and obligations of each merging or consolidating
corporation.
(5) A proceeding that:
(A) is initiated against a merging or consolidating
corporation before the merger or consolidation becomes
effective under section 10(d) of this chapter; and
(B) has not been resolved at the time the merger or
consolidation becomes effective under section 10(d) of this
chapter;
may be continued as if the merger or consolidation did not
occur, or the surviving corporation or successor corporation
may be substituted in the proceeding for the corporation whose
existence ceases under subdivision (1) or (2) at the time the
merger becomes effective under section 10(d) of this chapter.
(6) Any terms of the plan of merger or consolidation that are not
included in the articles of merger or consolidation filed with the
secretary of state under section 10 of this chapter are considered
contract rights only and are not considered part of the governing
document 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 corporation
formed under this chapter must have a board of directors that
constitutes the governing body of the surviving corporation or
successor corporation. Unless otherwise provided in the surviving
corporation's or successor corporation's bylaws, or in the surviving
corporation's or successor corporation's articles of incorporation, a
director of the surviving corporation or successor corporation must
be:
(1) a member of the surviving corporation or successor
corporation;
(2) an officer, a director, or a partner of a member of the
surviving corporation or successor corporation; or
(3) an owner of a member of the surviving corporation or
successor corporation, if the member is a sole proprietorship.
(b) Directors, other than those named in the surviving
corporation's or successor corporation's bylaws or articles of
incorporation, shall be elected by those members entitled to vote for
the surviving corporation's or successor corporation's directors.
Unless the surviving corporation's or successor corporation's bylaws
or articles of incorporation provide otherwise, the directors shall be
elected annually.
(c) The surviving corporation's or successor corporation's bylaws
or articles of incorporation may provide the following:
(1) That the directors may hold office for any stated period not
exceeding 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 those
whose terms are about to expire or to fill vacancies shall be
elected in any given year.
(4) That the areas in which the members of the surviving
corporation or successor corporation reside shall be apportioned
into districts. If the bylaws or articles of incorporation provide
for the creation of districts under this subdivision:
(A) the bylaws or articles of incorporation must prescribe the
procedure 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 a
director representing a district is the winner of the election,
regardless of whether the person receives a majority of the
total votes cast by members eligible to vote and voting in the
election.
(5) That a fair remuneration may or shall be paid for the time
actually spent by the:
(A) officers;
(B) directors; or
(C) members of the executive committee;
of the surviving corporation or successor corporation in the
performance 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 to
reimbursement for expenses actually incurred in the performance of
their duties, regardless of whether the surviving corporation's or
successor corporation's bylaws or articles of incorporation provide
for remuneration for the performance of those duties under
subsection (c)(5).
(e) The board of directors of the surviving corporation or
successor corporation shall annually designate and elect those
officers 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 or
successor corporation has the power to do all things necessary or
convenient to conduct the business of the surviving corporation or
successor corporation, including the following:
(1) The power to make, alter, amend, or repeal bylaws that:
(A) concern the regulation and management of the affairs of
the surviving corporation or successor corporation; and
(B) are not inconsistent with any applicable law or with the
articles of incorporation.
(2) The power to appoint agents and employees and to fix their
compensation and the compensation of the officers of the
surviving 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 the
powers and duties the board considers appropriate.
(5) The power to make the board's own rules and regulations
concerning 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 may
issue to its members certificates of membership and each member is
entitled to only one (1) vote on each question or election at any
regular or special meeting of the surviving corporation or successor
corporation.
(b) Meetings of members may be held at any place provided for
in the bylaws. An annual meeting of the members shall be held at the
time provided for in the bylaws.
(c) Unless otherwise provided in the bylaws or articles of
incorporation 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 all
the members; or
(C) by any other officers or persons as may be provided in
the articles of incorporation or the bylaws.
(2) Written or printed notice stating the place, date, and time of
a meeting of members and, in the case of a special meeting,
each purpose for which the meeting is called, shall be delivered
not less than ten (10) days or more than thirty (30) days before
the date of the meeting, either personally or by mail, by or at the
direction of the officers or persons calling the meeting, to each
member of record entitled to vote at the meeting. If mailed, the
notice is considered delivered when deposited in the United
States mail in a sealed envelope addressed to the member at the
member's address as it appears on the records of the surviving
corporation 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 any
meeting for which notice has been given as provided in
subdivision (2) constitutes a quorum for the transaction of
business at the meeting.
(4) A majority vote of those members who are present in person
and voting at any regular meeting, or at any special meeting
called at least in part for the purpose of the vote, is necessary
for the taking of any action, the adoption of any resolution, or
the election of any directors or officers, as applicable.
(d) As provided in section 12(c)(4) of this chapter, the bylaws or
articles of incorporation of the surviving corporation or successor
corporation may provide that if more than two (2) persons run for
election as a director from the same district, the person receiving the
most votes is elected, regardless of whether that person receives a
majority of the total votes cast by those members present in person
and 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 a
surviving corporation or successor corporation formed under this
chapter unless the person:
(1) uses retail electric service or communications service
supplied 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 the
surviving 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; director
acting in good faith not personally liable
Sec. 16. (a) A member of a surviving corporation or successor
corporation formed under this chapter is not liable or responsible for
the debts or liabilities of the surviving corporation or successor
corporation.
(b) A director of a surviving corporation or successor corporation
formed under this chapter is not personally liable for the acts or
omissions of the surviving corporation or successor corporation if the
director acts in good faith in performing the director's duties under
this chapter or under the bylaws or articles of incorporation of the
surviving 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 corporation
formed under this chapter has all the powers and may provide any of
the services that any party to the merger or consolidation had or
could 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 formed
under this chapter is vested with all powers necessary for the
accomplishment of the surviving corporation's or successor
corporation's corporate purpose. An enumeration of particular
powers 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 of
powers 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 formed
under this chapter may perform any acts necessary or convenient for
carrying out the purpose for which the surviving corporation or
successor corporation was formed, including the following:
(1) To sue and be sued.
(2) To have a seal and alter the seal as the board considers
appropriate.
(3) To acquire, hold, and dispose of property, real and personal,
tangible and intangible, or any interest in property, and to pay
for the property or interest in property in cash or on credit, and
to secure and procure payment of all or any part of the purchase
price on the terms and conditions that the board determines
appropriate.
(4) To acquire, own, exchange, operate, maintain, and improve
a system or systems for the delivery of retail electric service or
communications service.
(5) To borrow money and otherwise contract indebtedness, and
to issue or guarantee notes, bonds, and other evidences of
indebtedness and to secure the payment of the notes, bonds, and
other evidences of indebtedness by mortgage, pledge, or deed
of trust of, or any other encumbrance upon, any or all of the
surviving corporation's or successor corporation's then owned
or later acquired real or personal property, assets, franchises, or
revenues.
(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, or
otherwise dispose of or encumber electric or communications
facilities or systems, lands, buildings, structures, plants and
equipment, exchanges, and any other real or personal property,
tangible or intangible that is necessary or appropriate to
accomplish the purpose for which the surviving corporation or
successor corporation was formed.
(7) To construct, operate, and maintain electric or
communications facilities across or along any street or public
highway, or over any lands which are now or may be the
property of this state or any political subdivision of the state,
after obtaining any necessary franchise or permit. Before any
electric or communications facilities are constructed across or
along a highway in the state highway system, the surviving
corporation or successor corporation shall obtain a permit to do
so from the Indiana department of transportation, and the permit
from the Indiana department of transportation shall not be
unreasonably withheld, delayed, or denied. The location and
setting of the facilities shall be approved by the Indiana
department of transportation and, upon that approval, shall be
subject to the supervision of the Indiana department of
transportation. Before any electric or communications facilities
are constructed on or across lands belonging to the state, the
surviving corporation or successor corporation shall first obtain
a permit to do so from the department having charge of the
lands, and the permit from that department shall not be
unreasonably withheld, delayed, or denied. The location and
setting of the facilities shall be approved by the department
having jurisdiction and, upon that approval, shall be subject to
the supervision of that department. The electric or
communications facilities shall be erected and maintained so as
not to interfere with the use and maintenance of the streets,
highways, and lands, and the facilities or any part of the
facilities may not be located so as to interfere with the ingress
or egress from any premises on a street or highway. This section
does not prohibit the body having charge of the street or
highway from requiring the relocation of any facility or part of
a facility which may affect the proper use of the street or
highway for public travel, for drainage, or for the repair,
construction, or reconstruction of the street or highway. The
surviving corporation or successor corporation shall restore the
street, highway, or lands to their former condition or state to the
extent possible and shall not use the street, highway, or lands in
a manner that impairs unnecessarily their usefulness or injures
the property of others.
(8) To connect and interconnect the surviving corporation's or
successor corporation's communications facilities or systems
with other communications facilities or systems.
(9) To accept gifts or grants of property, real or personal, from
any person, municipality, or federal agency and to accept
voluntary and uncompensated services.
(10) To make any contracts necessary or convenient for the full
exercise of the powers granted by this chapter, including
contracts with any person, federal agency, or municipality for
the purchase of energy needed by the surviving corporation or
successor corporation to supply its members; for the
management and conduct of the business of the surviving
corporation or successor corporation; and for the fixing of the
rates, fees, or charges for service rendered or to be rendered by
the surviving corporation or successor corporation.
(11) To sell, lease, mortgage, or otherwise encumber or dispose
of all or any part of the surviving corporation's or successor
corporation's property as provided in this chapter.
(12) To levy and collect reasonable fees, rents, tolls, and other
charges 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 unclaimed
stocks, dividends, capital credits, patronage capital, utility
deposits, membership fees, account balances, or book equities
for which the owner cannot be found and that are the result of
distributable savings of the surviving corporation or successor
corporation being returned to the members on a pro rata basis
under section 24(d) of this chapter.
(15) To cease doing business and to dissolve and surrender the
surviving corporation's or successor corporation's corporate
franchise.
(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 successor
corporation's own officers, agents, or employees, or by
contracts 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 of
members and directors required
Sec. 19. A surviving corporation or successor corporation formed
under this chapter may not sell, lease, exchange, mortgage, pledge,
or otherwise sell all, or substantially all, of the surviving
corporation's or successor corporation's property unless the
transaction is authorized by a resolution adopted at a meeting of the
surviving corporation's or successor corporation's members duly
called and held as provided in section 14 of this chapter. Unless
otherwise provided in the surviving corporation's or successor
corporation's bylaws or articles of incorporation, the resolution must
receive the affirmative vote of:
(1) at least a majority of the surviving corporation's or successor
corporation's members who are present at the meeting held
under this section; and
(2) the affirmative vote of at least a majority of the corporation's
directors who are present at a meeting of the board of directors
called and held as provided in the surviving corporation's or
successor 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 corporation
formed under this chapter has the power and is authorized, from time
to time, to issue the surviving corporation's or successor corporation's
obligations for any corporate purpose. The obligations may be
authorized by one (1) or more resolutions of the board and may bear
the 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, either
coupon or registered, carry the registration privileges, be executed in
the manner, be payable in the medium of payment, at the place or
places, and be subject to the terms of redemption, not exceeding the
principal amount of the obligations plus accrued interest, as the
board's resolution or resolutions may provide.
(b) The obligations may be sold in the manner and upon the terms
as the board may determine at not less than the principal amount of
the obligations plus accrued interest.
(c) Notwithstanding any provision of law to the contrary, any
obligations and related interest coupons, if any, issued under this
chapter 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, a
surviving corporation or successor corporation formed under this
chapter may make any covenants or agreements and do any acts and
things that may be necessary, convenient, or desirable in order to
secure the surviving corporation's or successor corporation's
obligations or which, in the absolute discretion of the board, tend to
make the obligations more marketable, notwithstanding that the
covenants, agreements, acts, or things may constitute a limitation on
the 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; cancellation
upon purchase
Sec. 22. A surviving corporation or successor corporation formed
under this chapter may, out of any funds available for that purpose,
purchase:
(1) any obligations issued by the surviving corporation or
successor corporation; and
(2) any accrued interest on the obligations;
at a price determined by resolution of the board. Any obligation
described in this section shall be cancelled upon its purchase by the
surviving 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 corporation
formed under this chapter may be dissolved by filing in the office of
the secretary of state articles of dissolution that must be entitled and
endorsed "Articles of dissolution of ____________" (the blank space
being filled in with the name of the surviving corporation or
successor corporation) and must include the following:
(1) The name of the surviving corporation or successor
corporation and the names of the original corporations that were
merged or consolidated to form the surviving corporation or
successor corporation.
(2) The date of filing the following in the office of the secretary
of state:
(A) the surviving corporation's or successor corporation's
articles of incorporation, as most recently amended; and
(B) the articles of incorporation of the original corporations
that were merged or consolidated to form the surviving
corporation or successor corporation.
(3) A statement that the corporation elects to dissolve.
(4) The name and post office address of each of the directors of
the surviving corporation or successor corporation, and the
name, title, and post office address of each of the officers of the
surviving corporation or successor corporation.
(b) The articles of dissolution shall be subscribed and
acknowledged by the surviving corporation's or successor
corporation's president or a vice president, and by the secretary or an
assistant secretary, who shall make and annex an affidavit stating that
they have been authorized to execute and file the articles by a
resolution adopted by the members of the surviving corporation or
successor corporation at a meeting called and held as provided in
section 14 of this chapter.
(c) The articles of dissolution, or one (1) or more certified copies
of the articles, shall be filed in the office of the secretary of state and
upon that filing, the corporation shall be considered dissolved.
(d) A surviving corporation or successor corporation dissolved
under subsection (c) shall continue for the purpose of paying,
satisfying, and discharging any existing liabilities or obligations and
collecting or liquidating its assets, and doing all other acts required
to adjust and wind up its business and affairs, and may sue and be
sued in its corporate name.
(e) Any assets remaining after all liabilities or obligations of the
surviving corporation or successor corporation have been satisfied or
discharged 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; reasonable
and just charges; return of excess revenues to members; Rural
Utility Service borrowers
Sec. 24. (a) A surviving corporation or successor corporation
formed under this chapter shall be required to furnish reasonably
adequate:
(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 successor
corporation.
The charge made by a surviving corporation or successor corporation
for any service rendered or to be rendered, either directly or in
connection with the service, must be nondiscriminatory, reasonable,
and just, and every discriminatory, unjust, or unreasonable charge for
a service provided under this section is prohibited and declared
unlawful.
(b) Reasonable and just charges for service within the meaning of
this section are charges that produce sufficient revenue:
(1) to pay all legal and other necessary expense incident to the
operation of the surviving corporation's or successor
corporation's systems, including maintenance costs, operating
charges, upkeep, repairs, depreciation and amortization, and
interest charges on bonds or other obligations;
(2) to provide a sinking fund for the liquidation of bonds or
other evidences of indebtedness;
(3) to provide adequate funds to be used as working capital, as
well as funds for making extensions and replacements; and
(4) for the payment of any taxes that may be assessed against
the corporation or its property.
(c) Charges made under this section must produce an income
sufficient to maintain the surviving corporation's or successor
corporation's property in a sound physical and financial condition to
render adequate and efficient service. Any rate too low to meet the
requirements of this section is unlawful.
(d) Revenues and receipts not needed for the purposes described
in this section, or not needed as reserves for those purposes, shall be
returned to the members on a pro rata basis according to the amounts
paid by members for:
(1) retail electric service; or
(2) communications service;
as appropriate. Amounts returned under this subsection may be either
in cash or in abatement of current charges for the services described
in 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 by
another lender;
that is made by the Rural Utility Service of the United States
Department of Agriculture (RUS) or by the Rural Telephone Bank.
(f) As used in subsections (g) and (h), "RUS borrower" means a
surviving corporation or successor corporation formed under this
chapter that is the recipient of financial assistance from the Rural
Utility Service of the United States Department of Agriculture
(RUS).
(g) In determining rates under this section, an RUS borrower must
charge rates sufficient to enable the RUS borrower to:
(1) satisfy the RUS borrower's reasonable expenses and
obligations; and
(2) repay the full amount of any financial assistance and the
interest on the financial assistance.
(h) As long as there remains any unpaid part of any financial
assistance associated with the property of an RUS borrower, the rates
of the RUS borrower must be set at a level sufficient to repay the
financial assistance, regardless of the full or partial retirement of the
property 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 may
exercise jurisdiction over a surviving corporation or successor
corporation formed under this chapter only to do the following:
(1) Ensure compliance with IC 8-1-2.8 concerning the provision
of dual party relay services to hearing impaired and speech
impaired persons in Indiana.
(2) Perform the commission's duties under IC 8-1-19.5
concerning the administration of the 211 dialing code for
communications service used to provide access to human
services information and referrals.
(3) Enforce rules adopted under IC 8-1-29 to ensure that a
customer of a telecommunications provider is not:
(A) switched to another telecommunications provider unless
the customer authorizes the switch; or
(B) billed for services by a telecommunications provider that
without the customer's authorization added the services to
the 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 telecommunications
service and equipment, including the designation of eligible
telecommunications carriers under 47 U.S.C. 214.
(5) Perform any act with respect to interconnection agreements
or disputes that the commission is authorized to perform under
IC 8-1-2.6-1.5 or IC 8-1-2-5.
(6) Issue or maintain certificates of territorial authority for
communications service providers under IC 8-1-32.5.
(7) Perform the commission's duties under IC 8-1-34 to issue
and maintain certificates of franchise authority to multichannel
video programming distributors offering video service to
Indiana customers.
(8) Perform the commission's duties under IC 8-1-2.6-13(d)(9)
concerning the reporting of information by communications
service providers.
(9) Administer the Indiana lifeline assistance program under
IC 8-1-36.
(10) Fulfill the commission's duties under any state or federal
law concerning the administration of any universally applicable
dialing code for any communications service.
(11) Perform the commission's duties under IC 8-1-2.3 with
respect to assigned service areas for electricity suppliers.
(12) Issue:
(A) certificates of public convenience and necessity,
certificates of territorial authority, and indeterminate permits
under IC 8-1-2;
(B) certificates of public convenience and necessity under
IC 8-1-8.5; or
(C) certificates of public convenience and necessity under
IC 8-1-8.7.
(13) Determine territorial disputes between water utilities under
IC 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 the
same 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 apply
to a surviving corporation or successor corporation formed under this
chapter, unless the provisions of IC 23-17 are in conflict or
inconsistent with the express provisions of this chapter.
As added by P.L.18-2010, SEC.1.