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 total number of the surviving corporation's or successor corporation's members who either:

(A) are present in person and voting at the meeting held under this section; or

(B) as authorized under section 14(e) of this chapter, cast a vote before the date of the meeting; and

(2) 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.