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.