§ 47-25A-4 — Domestication of a domestic nonprofit corporation in a foreign jurisdiction.

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction: (1) The plan of domestication must be adopted by the board of directors; (2) After adopting the plan of domestication the board of directors must submit the plan to the members for their approval, if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination; (3) The board of directors may condition its submission of the plan of domestication to the members on any basis; (4) If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the proposed articles of incorporation and bylaws to be in effect immediately after the domestication; (5) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater number of votes to be present, the approval of the plan of domestication by the members requires the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the plan, the approval of each such separate class at a meeting at which a quorum of the class exists; (6) Separate voting by classes is required by each class of members that: (i) Are to be reclassified under the plan of domestication into a different class of memberships, or into obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; (ii) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate classes; or (iii) Is entitled under the articles of incorporation or bylaws to vote as a class to approve an amendment of the articles of incorporation; (7) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors, members of a designated body, or members are parties, adopted or entered into before July 1, 2016, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

Legislative History

SL 2016, ch 221, § 19.