1702.42 Agreement of merger or consolidation - vote by members.
1702.42 Agreement of merger or consolidation - vote by members.
(A) The directors of each constituent corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the voting members entitled to vote on it at a meeting of voting members of such corporation held for that purpose, and notice of the meeting shall be given to all members of the constituent corporation entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the agreement.
(B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement (including any amendments or additions to the agreement proposed at each such meeting) must receive the affirmative vote of a majority of the voting members of each constituent corporation present at that meeting in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy if a quorum is present, or, if the articles or the regulations of that corporation provide or permit, the affirmative vote of a greater or lesser proportion or number of the voting members, and the affirmative vote of the voting members of any particular class that is required by the articles or the regulations of such corporation. If the agreement would authorize any particular corporate action that, under any applicable provision of law or under the existing articles of one or more of the constituent corporations, could be authorized only by or pursuant to a specified vote of voting members, the agreement (including any amendments or additions to the agreement proposed at each such meeting) in order to be adopted must receive the affirmative vote so specified.
(2) For purposes of division (B)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum.
(C) At any time prior to the filing of the agreement, the merger or consolidation may be abandoned by the directors of one or more of the constituent corporations, if the power of abandonment is conferred upon those directors either by the agreement or by the same vote of voting members of each of the constituent corporations and at the same meetings as those referred to in division (B) of this section or at subsequent meetings.
Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007