§ 17-19-1103 — Action on plan by board, members and third persons

Wyoming § 17-19-1103

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 11: MERGER AND CONSOLIDATION

Text

(a) Unless this act, the articles, bylaws or the board of
directors or members, acting pursuant to subsection (c) of this
section, require a greater vote or voting by class, a plan of
merger to be adopted shall be approved:
(i) By the board;
(ii) By the members, if any, by two-thirds (2/3) of
the votes cast or a majority of the voting power, whichever is
less; and
(iii) In writing by any person or persons whose
approval is required by a provision of the articles authorized
by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, the merger
shall be approved by a majority of the directors in office at
the time the merger is approved. In addition the corporation
shall provide notice of any directors' meeting at which such
approval is to be obtained in accordance with W.S. 17-19-822(c).
The notice shall also state that the purpose, or one (1) of the
purposes, of the meeting is to consider the proposed merger.
(c) The board may condition its submission of the proposed
merger, and the members may condition their approval of the
merger, on receipt of a higher percentage of affirmative votes
or on any other basis.
(d) If the board seeks to have the plan approved by the
members at a membership meeting, the corporation shall give
notice to its members of the proposed membership meeting in
accordance with W.S. 17-19-705. The notice shall also state
that the purpose, or one (1) of the purposes, of the meeting is
to consider the plan of merger and contain or be accompanied by
a copy or summary of the plan. The copy or summary of the plan
for members of the surviving corporation shall include any
provision that, if contained in a proposed amendment to the
articles of incorporation or bylaws, would entitle members to
vote on the provision. The copy or summary of the plan for
members of the disappearing corporation shall include a copy or
summary of the articles and bylaws that will be in effect
immediately after the merger takes effect.
(e) If the board seeks to have the plan approved by the
members by written consent or written ballot, the material
soliciting the approval shall contain or be accompanied by a
copy or summary of the plan. The copy or summary of the plan
for members of the surviving corporation shall include any
provision that, if contained in a proposed amendment to the
articles of incorporation or bylaws, would entitle members to
vote on the provision. The copy or summary of the plan for
members of the disappearing corporation shall include a copy or
summary of the articles and bylaws that will be in effect
immediately after the merger takes effect.
(f) Voting by a class of members is required on a plan of
merger if the plan contains a provision that, if contained in a
proposed amendment to articles of incorporation or bylaws, would
entitle the class of members to vote as a class on the proposed
amendment under W.S. 17-19-1004 or 17-19-1022. The plan is
approved by a class of members by two-thirds (2/3) of the votes
cast by the class or a majority of the voting power of the
class, whichever is less.
(g) After a merger is adopted, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights, without further
action by members or other persons who approved the plan in
accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner determined by the board
of directors.