§ 7-6-45. Approval of merger or consolidation.
(a) A plan of merger or consolidation is adopted in the following manner:
(1) If the members of any merging or consolidating corporation are entitled to vote on
it, the board of directors of the corporation shall adopt a resolution approving the
proposed plan and directing that it be submitted to a vote at a meeting of members
entitled to vote on it, which may be either an annual or a special meeting. Written
notice setting forth the proposed plan or a summary of the plan shall be given to
each member entitled to vote at the meeting within the time and in the
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§ 7-6-45. Approval of merger or consolidation.
(a) A plan of merger or consolidation is adopted in the following manner:
(1) If the members of any merging or consolidating corporation are entitled to vote on
it, the board of directors of the corporation shall adopt a resolution approving the
proposed plan and directing that it be submitted to a vote at a meeting of members
entitled to vote on it, which may be either an annual or a special meeting. Written
notice setting forth the proposed plan or a summary of the plan shall be given to
each member entitled to vote at the meeting within the time and in the manner provided
in this chapter for the giving of notice of meetings of members. The proposed plan
shall be adopted upon receiving at least a majority of the votes that members present
at each meeting or represented by proxy are entitled to cast.
(2) If any merging or consolidating corporation has no members, or no members entitled
to vote on it, a plan of merger or consolidation shall be adopted at a meeting of
the board of directors of the corporation upon receiving the vote of a majority of
the directors in office.
(3) A limited liability company party to a proposed merger or consolidation shall have
the plan of merger or consolidation authorized and approved in the manner and by the
vote required by § 7-16-21.
(4) A domestic limited partnership party to a proposed merger or consolidation shall have
the plan of merger or consolidation, unless otherwise provided in the limited partnership
agreement, authorized and approved in the manner and by the vote required by the laws
of this state for mergers or consolidations of a domestic limited partnership with
other limited partnerships or other business entities.
(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 any provisions for abandonment
set forth in the plan of merger or consolidation.