623.07 Consolidation or merger of corporations.
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/fl/title-xxxvi/chapter-623/623-07A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Any two or more corporations existing under the provisions of this act and operating within the same county may consolidate into a new corporation or merge into any one of the constituent corporations, as shall be specified in the consolidation or merger agreement. The board of directors of such corporation or a majority of the members of such corporation at a meeting however duly called or held, as desire to consolidate or merge may enter into an agreement signed by a majority of the members of the several boards of directors or, as the case may be, by a majority of such corporation members at such meeting prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in the charter with such other details and provisions as are necessary or desirable.
(2)The agreement shall be submitted to a meeting of the members of record of each corporation. Notice of the time, place, and purpose of the meeting shall be given to every member of such corporations. Upon adoption of the agreement by the majority of the corporate members of each corporation the secretary of each corporation shall certify the fact of that approval on said agreement. The agreement so adopted and certified shall for each corporation be signed and acknowledged by the president or vice president. The agreement so certified and acknowledged by each corporation shall be filed with the clerk of the circuit court in the county where such corporations exist and when approved by a circuit judge of such county the consolidation or merger shall be effective.