1962 - Proposal and adoption of plan of conversion.
§ 1962. Proposal and adoption of plan of conversion. (a) Preparation of plan.--A plan of conversion shall be prepared, setting forth: (1) The terms and conditions of the conversion. (2) A restatement of the articles of the resulting corporation, which articles shall comply with the requirements of this part relating to nonprofit corporations. (3) Any provisions desired providing special treatment of shares held by any shareholder or group of shareholders as authorized by, and subject to the provisions of, section 1906 (relating to special treatment of holders of shares of same class or series). (4) Such other provisions as are deemed desirable. (b) Proposal and adoption.--The plan of conversion shall be proposed and adopted, and may be amended after its adoption and terminated, by the business corporation in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter C (relating to merger, consolidation, share exchanges and sale of assets), except section 1924(b) (relating to adoption by board of directors). There shall be included in, or enclosed with, the notice of meeting of shareholders of the business corporation that will act upon the plan a copy or a summary of the plan and of Subchapter D of Chapter 15 (relating to dissenters rights) and of subsection (c). (c) Dissenters rights in conversion.--Any shareholder of a business corporation that adopts a plan of conversion into a nonprofit corporation who objects to the plan of conversion and complies with the provisions of Subchapter D of Chapter 15 shall be entitled to the rights and remedies of dissenting shareholders therein provided. (d) Reference to outside facts.--Any of the terms of a plan of conversion may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (a) and added subsec. (d). 1992 Amendment. Act 169 amended subsec. (b). Cross References. Section 1962 is referred to in section 1571 of this title.