A merger involving an unincorporated association is subject to the following requirements:
(a) Each party to the merger shall approve an agreement of merger. The agreement shall include the following provisions:
(1) The terms of the merger.
(2) Any amendments the merger would make to the articles, bylaws, or other governing documents of the surviving entity.
(3) The name, place of organization, and type of entity of each constituent entity.
(4) The name of the constituent entity that will be the surviving entity.
(5) If the name of the surviving entity will be changed in the merger, the new name of the surviving entity.
(6) The disposition of the memberships or ownership interests of each constituent entity.
(7) Other details or provisions, if any, including any details or provisions required by the law under which a constituent entity is organized.
(b) The principal terms of the merger agreement shall be approved by the board, the members, and any person whose approval is required by the association’s governing documents. Unless otherwise provided in the governing documents, the members shall approve the agreement in the manner provided for amendment of the association’s governing documents. The members may approve the agreement before or after the board approves the agreement.
(c) A merger agreement that would cause the members of an unincorporated association to become individually liable for an obligation of a constituent or surviving entity shall be approved by all of the members of the unincorporated association. Approval by all members is not required under this subdivision if the agreement of merger provides for purchase by the surviving entity of the membership interest of a member who votes against approval of the merger agreement.
(d) A merger agreement may be amended by the board, unless the amendment would change a principal term of the agreement, in which case it shall be approved as provided in subdivision (b).
(e) Subject to the contractual rights of third parties, the board may abandon a merger without the approval of the members.
(Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)