(1) After adopting a plan of conversion complying with section 7-90-201.3 or a plan of merger complying with section 7-90203.3, the board of directors of the converting nonprofit corporation or the board of directors of each nonprofit corporation that is a party to the merger shall also submit the plan of conversion or plan of merger to its members, if any are entitled to vote thereon, for approval.
If the nonprofit corporation does have members entitled to vote with respect to theapproval of a plan of conversion or plan of merger, a plan of conversion or a plan of merger is approved by the members if:
The board of directors recommends the plan of conversion or plan of merger to themembers entitled to vote thereon unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members with the plan; and
The members entitled to vote on the plan of conversion or plan of merger approvethe plan as provided in subsection (7) of this section.
After adopting the plan of conversion or plan of merger, the board of directors of theconverting nonprofit corporation or the board of directors of each nonprofit corporation party to the merger shall submit the plan of conversion or plan of merger for written approval by any person or persons whose approval is required by a provision of the articles of incorporation of the nonprofit corporation and as recognized by section 7-130-301 for an amendment to the articles of incorporation or bylaws.
If the nonprofit corporation does not have members entitled to vote on a conversionor merger, the conversion or merger shall be approved and adopted by a majority of the directors elected and in office at the time the plan of conversion or plan of merger is considered by the board of directors. In addition, the nonprofit corporation shall provide notice of any meeting of the board of directors at which such approval is to be obtained in accordance with section 7-128203. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed conversion or merger.
The board of directors may condition the effectiveness of the plan of conversion orplan of merger on any basis.
The nonprofit corporation shall give notice, in accordance with section 7-127-104, toeach member entitled to vote on the plan of conversion or plan of merger of the members' meeting at which the plan will be voted on. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion or plan of merger, and the notice shall contain or be accompanied by a copy of the plan or a summary thereof.
Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adoptedby the members, or the board of directors acting pursuant to subsection (5) of this section require a greater vote, the plan of conversion or plan of merger shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the plan of conversion or plan of merger.
Separate voting by voting groups is required on a plan of conversion or plan ofmerger if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment.
Source: L. 97: Entire article added, p. 713, § 3, effective July 1, 1998. L. 2007: Entire section amended, p. 250, § 56, effective May 29.