35-2-608. Approval of plan of merger.
35-2-608. Approval of plan of merger. (1) Subject to the limitations set forth in 35-2-609, one or more nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved as provided in 35-2-610.
(2) The plan of merger must set forth:
(a) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(b) the terms and conditions of the planned merger;
(c) the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(d) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(b) other provisions relating to the planned merger.
History: En. Sec. 123, Ch. 411, L. 1991; amd. Sec. 5, Ch. 249, L. 1993.