§ 4-28-304 — Domestic corporations - Adoption of plan of merger or consolidation - Abandonment

(a) A plan of merger or consolidation of domestic corporations shall be adopted in the following manner: (1) (A) Where the members of any merging or consolidating corporation have voting rights, the board of directors of the corporations shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at the meeting of members having voting rights, which may be either an annual or a special meeting. (B) Written or printed notice setting forth the proposed plan or a summary thereof shall be given within a reasonable time before the meeting to each member entitled to a vote at the meeting. (C) The proposed plan shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at the meeting in person or by proxy are entitled to cast, unless any class of members is entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, in which event as to such corporations the proposed plan shall not be adopted unless it also receives at least two-thirds (2/3) of the votes which members of each such class who are present at the meeting in person or by proxy are entitled to cast; and (2) Where any merging or consolidating corporation has no members or no members having voting rights, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of that corporation upon receiving the vote of a majority of the directors in office. (b) After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

Legislative History

Acts 1983, No. 614, § 3; A.S.A. 1947, § 64-1927.