Bill Text: IN SB0126 | 2010 | Regular Session | Introduced
Bill Title: Merger of rural electric and telephone cooperatives.
Spectrum: Slight Partisan Bill (Republican 5-3)
Status: (Passed) 2010-03-25 - Effective 07/01/2010 [SB0126 Detail]
Download: Indiana-2010-SB0126-Introduced.html
Citations Affected: IC 8-1-17.5.
Synopsis: Merger of rural electric and telephone cooperatives. Allows
one or more rural electric membership corporations (REMCs) to merge
or consolidate with one or more rural telephone cooperative
corporations to form a surviving corporation (in the case of a merger)
or a successor corporation (in the case of a consolidation). Provides
that a surviving corporation or successor corporation: (1) is considered
to be both an REMC and a telephone cooperative corporation; and (2)
has all the rights, powers, privileges, immunities, and exemptions of an
REMC and a telephone cooperative corporation. Sets forth provisions
concerning the following with respect to a surviving corporation or
successor corporation: (1) Articles of incorporation and bylaws. (2)
Selection of the board of directors. (3) General and enumerated powers
of the board and the surviving corporation or successor corporation. (4)
Members and meetings of members. (5) Obligations and liabilities of
the surviving corporation or successor corporation. (6) The acquisition
and disposition of property. (7) Articles of dissolution. (8) Charges for
services rendered. (9) The jurisdiction of the utility regulatory
commission (IURC).
Effective: July 1, 2010.
January 5, 2010, read first time and referred to Committee on Utilities & Technology.
PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana Constitution) is being amended, the text of the existing provision will appear in this style type, additions will appear in this style type, and deletions will appear in
Additions: Whenever a new statutory provision is being enacted (or a new constitutional provision adopted), the text of the new provision will appear in this style type. Also, the word NEW will appear in that style type in the introductory clause of each SECTION that adds a new provision to the Indiana Code or the Indiana Constitution.
Conflict reconciliation: Text in a statute in this style type or
A BILL FOR AN ACT to amend the Indiana Code concerning
utilities.
Chapter 17.5. Merger or Consolidation of Rural Electric Membership Corporations and Telephone Cooperative Corporations
Sec. 1. As used in this chapter, "commission" refers to the Indiana utility regulatory commission created by IC 8-1-1-2.
Sec. 2. As used in this chapter, "communications service" has the meaning set forth in IC 8-1-32.5-3.
Sec. 3. As used in this chapter, "patronage capital" means revenues and receipts returned to members under section 24(d) of this chapter.
Sec. 4. As used in this chapter, "retail electric service" has the meaning set forth in IC 8-1-2.3-2(c).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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(b) 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.
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.
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.
