(1)In the case of
domestic entities described in this subsection (1), the plan of merger or plan of
exchange must, if required, be approved:
(a)In the case of a corporation, as provided in section 7-111-103;
(b)In the case of a nonprofit corporation, as provided in section 7-131-102 for
merger; except that, if the transaction is an owner's interest exchange and the
primary constituent documents expressly provide for the approval of a plan of
exchange, the transaction must be approved in accordance with those provisions;
(c)In the case of a cooperative formed under, or subject to, article 56 of this
title 7, as provided in section 7-56-602 for approval of a plan of merger, conversion,
consolidation, or share or equity capital exchange;
(d)In the case of a cooperative formed
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(1) In the case of
domestic entities described in this subsection (1), the plan of merger or plan of
exchange must, if required, be approved:
(a) In the case of a corporation, as provided in section 7-111-103;
(b) In the case of a nonprofit corporation, as provided in section 7-131-102 for
merger; except that, if the transaction is an owner's interest exchange and the
primary constituent documents expressly provide for the approval of a plan of
exchange, the transaction must be approved in accordance with those provisions;
(c) In the case of a cooperative formed under, or subject to, article 56 of this
title 7, as provided in section 7-56-602 for approval of a plan of merger, conversion,
consolidation, or share or equity capital exchange;
(d) In the case of a cooperative formed under article 55 of this title 7, as
provided in section 7-55-112 for merger; except that, if the transaction is an owner's
interest exchange and the primary constituent documents expressly provide for the
approval of a plan of exchange, the transaction must be approved in accordance
with those provisions; and
(e) In the case of a cooperative formed under article 58 of this title 7, as
provided in section 7-58-1606 for merger; except that, if the transaction is an
owner's interest exchange and the primary constituent documents expressly
provide for the approval of a plan of exchange, the transaction must be approved in
accordance with those provisions.
(2) In the case of a domestic entity other than an entity described in
subsection (1) of this section, the plan of merger or plan of exchange must be
approved as follows:
(a) If the primary constituent documents expressly provide for the approval
of the plan of merger or plan of exchange, in accordance with the respective
provisions of the primary constituent documents;
(b) If the primary constituent documents do not expressly provide for
approval:
(I) Of a plan of merger but do provide for approval of a plan of exchange,
then a plan of merger is governed by the approval requirements for a plan of
exchange; and
(II) Of a plan of exchange but do provide for approval of a plan of merger,
then a plan of exchange is governed by the approval requirements for a plan of
merger;
(c) If subsections (2)(a) and (2)(b) of this section do not apply because the
primary constituent documents do not expressly provide for the approval of a plan
of merger or a plan of exchange, in accordance with the provisions of the entity's
organic statutes that contain the most stringent terms for approval of the other
type of transaction in this section;
(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, in
accordance with the provisions of the entity's organic statutes that contain the
most stringent terms for approval of an amendment to the primary constituent
documents or, if no such provisions exist, the provisions of the organic statutes that
contain the most stringent terms for the approval of an amendment to the primary
constituent documents; or
(e) If subsections (2)(a), (2)(b), (2)(c), and (2)(d) of this section do not apply, by
all of the owners of the merging entity.
(3) For purposes of this section, the provisions of the organic statutes and
constituent documents applicable to approval include provisions relating to any
preliminary approval by managers for submission to the owners, notices, quorum,
voting, and consent by owners or third parties. References in this section to the
most stringent provisions of the primary constituent documents or organic statutes
are references to those provisions of the documents or statutes that establish the
highest voting requirements.
(4) Nothing in this section shall be deemed to permit a primary constituent
document to contain any provision that is proscribed by the organic statutes.