83-19-101 - Directors' resolution and plan.
§ 83-19-101. Directors' resolution and plan.
The constituent insurance companies may adopt a plan of merger or consolidation, or the domestic insurance company and the acquiring corporation may adopt a plan of exchange of stock in the manner hereinafter set out.
The board of directors of each such corporation shall adopt a resolution approved by a majority of the whole board setting forth the proposed plan of merger, consolidation or exchange and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. The plan shall set forth:
(a) The name of each corporation which is a party to the plan and, if the name of any of them has been changed, the name under which it was formed; and the name of the surviving corporation or the name, or the method of determining it, of the consolidated corporation;
(b) The terms and conditions of the proposed merger, consolidation, or exchange of stock;
(c) The manner and basis of carrying such merger, consolidation, or exchange into effect; or
(d) In the case of a merger, a statement of any amendments or changes in the charter of the surviving corporation to be effected by such merger; in the case of a consolidation, all statements required to be included in the charter for a new corporation formed pursuant to the general laws of this state governing corporations.
No director, officer, agent or employee of any such corporation, shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting in the adoption or approval of such plan except as specifically set forth therein.
Sources: Codes, 1942, § 5670.7-22; Laws, 1972, ch. 419, § 2, eff from and after passage (approved April 27, 1972).