5922 - Plan of merger or consolidation.
§ 5922. Plan of merger or consolidation. (a) Preparation of plan.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of the merger or consolidation. (2) If the surviving or new corporation is or is to be a domestic nonprofit corporation: (i) any changes desired to be made in the articles, which may include a restatement of the articles in the case of a merger; or (ii) in the case of a consolidation, all of the statements required by this subpart to be set forth in restated articles. (3) Such other provisions as are deemed desirable. (4) (Deleted by amendment). (b) Post-adoption amendment.--A plan of merger or consolidation may contain a provision that the boards of directors or other bodies of the constituent corporations may amend the plan at any time prior to its effective date, except that an amendment made subsequent to the adoption of the plan by the members of any constituent corporation shall not change: (1) The term of memberships or the amount or kind of securities, obligations, cash, property or rights to be received in exchange for or on conversion of all or any of the memberships in the constituent corporation. (2) Any term of the articles of the surviving or new corporation to be effected by the merger or consolidation. (3) Any of the terms and conditions of the plan if the change would adversely affect the members of the constituent corporation. (c) Proposal.--Every merger or consolidation shall be proposed in the case of each domestic nonprofit corporation: (1) by the adoption by the board of directors or other body of a resolution approving the plan of merger or consolidation; (2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed plan of merger or consolidation, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or (3) by such other method as may be provided in the bylaws. (d) Submission to members.--Except where the corporation has no members entitled to vote thereon, the board of directors or other body shall direct that the plan be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members. (e) Party to plan or transaction.--A corporation, partnership, business trust or other association that approves a plan in its capacity as a member or creditor of a merging or consolidating corporation or that furnishes all or a part of the consideration contemplated by a plan does not thereby become a party to the plan or the merger or consolidation for the purposes of this subchapter. (f) Reference to outside facts.--Any of the terms of a plan of merger or consolidation may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by a party to the plan or a representative of a party to the plan. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22, 2001, P.L.418, No.34, eff. 60 days) Cross References. Section 5922 is referred to in section 5924 of this title.