Minnesota § 317A.613 PLAN APPROVAL

Minnesota Statutes

§ 317A.613 — PLAN APPROVAL

Minnesota § 317A.613

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 317ANONPROFIT CORPORATIONS

This text of Minnesota § 317A.613 (PLAN APPROVAL) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 317A.613 (2026).

Text

Subdivision 1.Approval by each constituent corporation.
A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section.

Subd. 2.Approval by board and members with voting rights.
When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adop

Free access — add to your briefcase to read the full text and ask questions with AI

Subdivision 1.Approval by each constituent corporation.
A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section.

Subd. 2.Approval by board and members with voting rights.
When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.

Subd. 3.Approval by board.
When a constituent corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger or consolidation is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given accompanied by a copy of the proposed plan of merger or consolidation.