Any one or more corporations not-for-profit, each of which is designated a "merging corporation", may merge into another corporation not-for-profit, designated the "surviving corporation", by complying with the following requirements:
(1) The proposition for merging into a surviving corporation and proposed articles of merger must be approved first by the board of each merging corporation and by the board of the surviving corporation. The proposed articles of merger must recite in the caption that they are executed pursuant to this chapter and must state:
(a) the name of each merging corporation, the address of its principal office, and the date of the filing of its articles of incorporation with the Secretary of State;
(b) the name of the surviving corporation and the address of its principal office;
(c) a statement that each merging corporation elects to be merged into the surviving corporation;
(d) the terms and conditions of the merger and the mode of effecting it, including the manner and basis of converting the memberships in the merging corporation or corporations into memberships in the surviving corporation and the issuance of certificates of membership for the converted memberships; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the surviving corporation.
(2) After approval by the boards of the respective parties to the proposed merger, the proposition for merging into a surviving corporation and the proposed articles of merger must be submitted to a vote of the members of each corporation at an annual or special meeting, the notice of which must explain fully the proposed merger. The proposed merger and the proposed articles of merger are approved upon the affirmative vote of not less than two-thirds of those members of each corporation voting at the meeting.
(3)(a) Upon approval by the members of the respective parties to the proposed merger, articles of merger in the approved form must be executed and acknowledged on behalf of each such corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws.
(b) The chief officer of each corporation executing the articles of merger also must make and attach to them an affidavit stating that the provisions of this section were duly complied with by the corporation.
(c) The articles of merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 2000 Act No. 404, Section 2.