§ 10-33-87 — Plan approval

1. A plan of merger or consolidation must be approved and adopted by each constituent
corporation as provided in this section.
2. If a constituent corporation has members with voting rights with respect to mergers
and consolidations as required by section 10-33-42, 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.
3. When a constituent corporation does not have a member 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 to all
directors accompanied by a copy of the proposed plan of merger or consolidation.