(1) Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation by an officer of each corporation, and shall set forth:
(a) The plan of merger or the plan of consolidation;
(b) Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (ii) a statement that such amendment was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto;
(c) Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.
(2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 § 3114; 2004 c 265 § 20; 2002 c 74 § 10; 1986 c 240 § 33; 1982 c 35 § 89; 1967 c 235 § 41.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Captions not law—2002 c 74: See note following RCW 19.09.020.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.