§ 4-26-1003 — Action on plan of conversion by converting corporation

(a) A plan of conversion may be approved if the: (1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors: (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and (B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and (2) Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote. (b) The board of directors may condition its submission of the proposed conversion on any basis. (c) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting: (A) Not less than twenty (20) days before the meeting; and (B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of conversion; and (B) Contain or be accompanied by a copy or summary of the plan. (d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group. (e) Subject to any contractual rights, until a conversion is filed under § 4-26-1004 , a converting corporation may amend the plan or abandon the planned conversion: (1) As provided in the plan; and (2) Except as prohibited by the plan, by the same consent required to approve the plan.

Legislative History

Acts 2009, No. 408, § 1.