§ 564-F:19-1901 — Merger

(a) Subject to subsections (f) and (g), one or more foundations may merge with one or more foundations by filing with the secretary of state a certificate of merger.
(b) Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into a foundation that will be formed under this chapter by filing with the secretary of state a certificate of merger.
(c) The certificate of merger shall set forth:
(1) The name of each foundation that is a party to the merger;
(2) The address of the principal office of each foundation that is a party to the merger;
(3) If a foreign foundation is a party to the merger, the jurisdiction in which the foreign foundation is formed;
(4) The name of the surviving foundation; and
(5) If the merger will not begin upon the filing of the certificate of merger with the secretary of state, the date and time on which the merger shall be effective.
(d) In the case of a merger under subsection (b), the certificate of merger shall include a certificate of formation for the surviving foundation.
(e) The certificate of merger may include any other matter that the parties to the merger deem necessary or advisable.
(f) The following persons must approve a merger:
(1) In the case of a foundation that is a party to a merger, the foundation's directors, unless the governing documents provide otherwise.
(2) In the case of a foreign foundation that is a party to a merger, each person who, under the laws under which the foreign foundation is organized, must approve the plan of merger.
(g) A foundation shall not merge with or into another foundation if:
(1) The foundation's governing documents prohibit the merger; or
(2) The merger would violate any of the foundation's material purposes.

Legislative History

2017, 257:47, eff. Oct. 1, 2017.