§ 55A-11-01. Approval of plan of merger.
Article 11.
Merger.
§ 55A‑11‑01. Approval of plan of merger.
(a) Subject to thelimitations set forth in G.S. 55A‑11‑02, one or more nonprofitcorporations may merge into another nonprofit corporation, if the plan ofmerger is approved as provided in G.S. 55A‑11‑03.
(b) The plan of mergershall set forth:
(1) The name of eachcorporation planning to merge and the name of the surviving corporation intowhich each other corporation plans to merge;
(2) The terms andconditions of the merger; and
(3) The manner andbasis, if any, of converting memberships of each merging corporation intomemberships, obligations, or securities of the surviving or any othercorporation or into cash or other property in whole or part.
(c) The plan of mergermay set forth:
(1) Any amendments tothe articles of incorporation or bylaws of the surviving corporation to beeffected by the merger; and
(2) Other provisionsrelating to the merger.
(d) The provisions ofthe plan of merger, other than the provisions referred to in subdivisions(b)(1) and (c)(1) of this section, may be made dependent on facts objectivelyascertainable outside the plan of merger if the plan of merger sets forth themanner in which the facts will operate upon the affected provisions. The factsmay include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the corporation or by any other person, group, or body.
(3) The terms of, oractions taken under, an agreement to which the corporation is a party, or anyother agreement or document. (1955, c. 1230; 1993, c. 398, s. 1; 1995, c. 400, s.5; 2005‑268, s. 38.)