§ 17-16-1111 — Approval by shareholders; abandonment of plan

(a) The board of directors of each corporation, upon
approving the plan of consolidation, shall, by resolution,
direct that the plan be submitted to a vote at a meeting of
shareholders, which may be either an annual or a special
meeting. Written or printed notice shall be given to each
shareholder of record whether or not entitled to vote at the
meeting, not less than twenty (20) days before the meeting, in
the manner provided in this act for the giving of notice of
meetings of shareholders, and shall state that the purpose or
one (1) of the purposes of the meeting is to consider the
proposed plan of consolidation, whether the meeting be an annual
or a special meeting. A copy of a summary of the plan of
consolidation shall be included in or enclosed with the notice.
(b) At the shareholder's meeting for each corporation, a
vote of the shareholders shall be taken on the proposed plan.
The plan shall be approved upon receiving the affirmative vote
of the holders of at least a majority of the shares entitled to
vote. However, if any class of shares of each corporation is
entitled to vote as a class, the plan shall be approved upon
receiving the affirmative vote of the holders of at least a
majority of the shares of each class of shares entitled to vote
as a class. Any class of shares of each corporation shall be
entitled to vote as a class if the plan contains any provision
which, if contained in a proposed amendment to articles of
incorporation, would entitle the class of shares to vote as a
class.
(c) After approval by a vote of the shareholders of each
corporation, and at any time prior to the filing of the articles
of consolidation, the consolidation may be abandoned pursuant to
provisions of the articles of consolidation, if any, set forth
in the plan.