Sec. 10.20.251. Contents of articles of merger or consolidation.

180 words·~1 min read·/ak/title-10/chapter-20/10-20-251·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

The articles of merger or consolidation must set out

(1)the plan of merger or the plan of consolidation;

(2)if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation

(A)a statement setting out the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or

(B)a statement that the plan was adopted by a consent in writing signed by all members entitled to vote;

(3)if a merging or consolidating corporation has no members, or no members entitled to vote, as to each corporation a statement of this fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.