79-11-323 - Filing of articles of merger.
§ 79-11-323. Filing of articles of merger.
After a plan of merger is approved by the board of directors, and if required by Section 79-11-321, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:
(a) The plan of merger;
(b) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(c) If approval by members was required:
(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(ii) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
Sources: Laws, 1987, ch. 485, § 112, eff from and after January 1, 1988.