(1) In the case of domestic entities described in this subsection (1), the plan of merger or plan of exchange must, if required, be approved:
In the case of a corporation, as provided in section 7-111-103;
In the case of a nonprofit corporation, as provided in section 7-131-102 for merger;except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions;
In the case of a cooperative formed under, or subject to, article 56 of this title 7, asprovided in section 7-56-602 for approval of a plan of merger, conversion, consolidation, or share or equity capital exchange;
In the case of a cooperative formed under article 55 of this title 7, as provided insection 7-55-112 for merger; except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions; and
In the case of a cooperative formed under article 58 of this title 7, as provided insection 7-58-1606 for merger; except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions.
(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of merger or plan of exchange must be approved as follows:
If the primary constituent documents expressly provide for the approval of the planof merger or plan of exchange, in accordance with the respective provisions of the primary constituent documents;
If the primary constituent documents do not expressly provide for approval:
Of a plan of merger but do provide for approval of a plan of exchange, then a plan ofmerger is governed by the approval requirements for a plan of exchange; and
Of a plan of exchange but do provide for approval of a plan of merger, then a plan ofexchange is governed by the approval requirements for a plan of merger;
If subsections (2)(a) and (2)(b) of this section do not apply because the primary constituent documents do not expressly provide for the approval of a plan of merger or a plan of exchange, in accordance with the provisions of the entity's organic statutes that contain the most stringent terms for approval of the other type of transaction in this section;
If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, in accordancewith the provisions of the entity's organic statutes that contain the most stringent terms for approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents; or
If subsections (2)(a), (2)(b), (2)(c), and (2)(d) of this section do not apply, by all ofthe owners of the merging entity.
For purposes of this section, the provisions of the organic statutes and constituentdocuments applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.
Nothing in this section shall be deemed to permit a primary constituent document tocontain any provision that is proscribed by the organic statutes.
Source: L. 2007: Entire section added, p. 238, § 24, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1915, § 10, effective July 1, 2020.