Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.
(b) If:
(1) a domestic entity that is not a benefit corporation is a party to:
(A) a merger, consolidation, or conversion; or
(B) the exchanging entity in a share exchange; and
(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation;
the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote.