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This entry was published on 2021-11-05
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SECTION 902
Plan of merger or consolidation
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 9
§ 902. Plan of merger or consolidation.

(a) The board of each corporation proposing to participate in a merger
or consolidation under section 901 (Power of merger or consolidation)
shall adopt, by a vote of two-thirds of the directors present at the
time of the vote, if a quorum is present at that time, or by a vote of
the number of directors required under the certificate of incorporation,
by-laws, this chapter and any other applicable law, a plan of merger or
consolidation, setting forth:

(1) The name of each constituent corporation 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.

(2) As to each constituent corporation, a description of the
membership and holders of any certificates evidencing capital
contributions or subventions, including their number, classification,
and voting rights, if any.

(3) The terms and conditions of the proposed merger or consolidation,
including the manner and basis of converting membership or other
interest in each constituent corporation into membership or other
interest in the surviving or consolidated corporation, or the cash or
other consideration to be paid or delivered in exchange for membership
or other interest in each constituent corporation, or a combination
thereof.

(4) In case of merger, a statement of any amendments or changes in the
certificate of incorporation of the surviving corporation to be effected
by such merger; in case of consolidation, all statements required to be
included in a certificate of incorporation for a corporation formed
under this chapter, except statements as to facts not available at the
time the plan of consolidation is adopted by the board.

(5) In case of a merger or consolidation under section 906 (Merger or
consolidation of domestic and foreign corporations), a statement of any
agreements required by subparagraph (2) (D) of paragraph (d) thereof.