355.616. Plan of merger, approval.
Plan of merger, approval.
355.616. 1. Subject to the limitations set forth insection 355.621, one or more nonprofit corporations may mergeinto a business or nonprofit corporation, if the plan of mergeris approved as provided in section 355.626.
2. The plan of merger must set forth:
(1) The name of each corporation planning to merge and thename of the surviving corporation into which each plans to merge;
(2) The terms and conditions of the planned merger;
(3) The manner and basis, if any, of converting thememberships of each public benefit or religious corporation intomemberships of the surviving corporation; and
(4) If the merger involves a mutual benefit corporation, themanner and basis, if any, of converting memberships of eachmerging corporation into memberships, obligations or securitiesof the surviving or any other corporation or into cash or otherproperty in whole or in part.
3. The plan of merger may set forth:
(1) Any amendments to the articles of incorporation orbylaws of the surviving corporation to be effected by the plannedmerger; and
(2) Other provisions relating to the planned merger.
(L. 1994 H.B. 1095)Effective 7-1-95