§55A‑11‑02. Limitations on mergers by charitable or religiouscorporations.
(a) Without the priorapproval of the superior court in a proceeding in which the Attorney Generalhas been given written notice, a charitable or religious corporation may merge onlywith:
(1) A charitable orreligious corporation;
(2) A foreigncorporation that would qualify under this Chapter as a charitable or religiouscorporation;
(3) A wholly ownedforeign or domestic corporation (business or nonprofit) which is not a charitableor religious corporation, or an unincorporated entity, provided the charitableor religious corporation is the survivor in the merger and continues to be acharitable or religious corporation after the merger; or
(4) A business ornonprofit corporation (foreign or domestic) other than a charitable orreligious corporation, or an unincorporated entity, provided that: (i) on orprior to the effective date of the merger, assets with a value equal to thegreater of the fair market value of the net tangible and intangible assets(including goodwill) of the charitable or religious corporation or the fairmarket value of the charitable or religious corporation if it were to beoperated as a business concern are transferred or conveyed to one or morepersons who would have received its assets under G.S. 55A‑14‑03(a)(1)and (2) had it dissolved; (ii) it shall return, transfer or convey any assetsheld by it upon condition requiring return, transfer or conveyance, whichcondition occurs by reason of the merger, in accordance with such condition;and (iii) the merger is approved by a majority of directors of the charitableor religious corporation who are not and will not become members, as"member" is defined in G.S. 55A‑1‑40(16) or G.S. 57C‑1‑03,partners, limited partners, or shareholders in or directors, managers,officers, employees, agents, or consultants of the survivor in the merger.
(b) At least 30 daysbefore consummation of any merger of a charitable or religious corporationpursuant to subdivision (a)(4) of this section, notice, including a copy of theproposed plan of merger, shall be delivered to the Attorney General. Thisnotice shall include all the information the Attorney General determines isrequired for a complete review of the proposed transaction. The AttorneyGeneral may require an additional 30‑day period to review the proposedtransaction by providing written notice to the charitable or religiouscorporation prior to the expiration of the initial notice period. During this30‑day period, the transaction may not be finalized.
(c) Without the priorwritten consent of the Attorney General, or approval of the superior court in aproceeding in which the Attorney General has been given notice, no member of acharitable or religious corporation may receive or retain any property as aresult of a merger other than an interest as a member, as "member" isdefined in G.S. 55A‑1‑40(16), in the survivor of the merger. TheAttorney General may consent to the transaction, or the court shall approve thetransaction, if it is fair and not contrary to the public interest. (1993,c. 398, s. 1; c. 553, s. 83(a); 1995, c. 400, s. 6; 1999‑204, s. 1; 1999‑369,s. 2.4.)
§55A‑11‑02. Limitations on mergers by charitable or religiouscorporations.
(a) Without the priorapproval of the superior court in a proceeding in which the Attorney Generalhas been given written notice, a charitable or religious corporation may merge onlywith:
(1) A charitable orreligious corporation;
(2) A foreigncorporation that would qualify under this Chapter as a charitable or religiouscorporation;
(3) A wholly ownedforeign or domestic corporation (business or nonprofit) which is not a charitableor religious corporation, or an unincorporated entity, provided the charitableor religious corporation is the survivor in the merger and continues to be acharitable or religious corporation after the merger; or
(4) A business ornonprofit corporation (foreign or domestic) other than a charitable orreligious corporation, or an unincorporated entity, provided that: (i) on orprior to the effective date of the merger, assets with a value equal to thegreater of the fair market value of the net tangible and intangible assets(including goodwill) of the charitable or religious corporation or the fairmarket value of the charitable or religious corporation if it were to beoperated as a business concern are transferred or conveyed to one or morepersons who would have received its assets under G.S. 55A‑14‑03(a)(1)and (2) had it dissolved; (ii) it shall return, transfer or convey any assetsheld by it upon condition requiring return, transfer or conveyance, whichcondition occurs by reason of the merger, in accordance with such condition;and (iii) the merger is approved by a majority of directors of the charitableor religious corporation who are not and will not become members, as"member" is defined in G.S. 55A‑1‑40(16) or G.S. 57C‑1‑03,partners, limited partners, or shareholders in or directors, managers,officers, employees, agents, or consultants of the survivor in the merger.
(b) At least 30 daysbefore consummation of any merger of a charitable or religious corporationpursuant to subdivision (a)(4) of this section, notice, including a copy of theproposed plan of merger, shall be delivered to the Attorney General. Thisnotice shall include all the information the Attorney General determines isrequired for a complete review of the proposed transaction. The AttorneyGeneral may require an additional 30‑day period to review the proposedtransaction by providing written notice to the charitable or religiouscorporation prior to the expiration of the initial notice period. During this30‑day period, the transaction may not be finalized.
(c) Without the priorwritten consent of the Attorney General, or approval of the superior court in aproceeding in which the Attorney General has been given notice, no member of acharitable or religious corporation may receive or retain any property as aresult of a merger other than an interest as a member, as "member" isdefined in G.S. 55A‑1‑40(16), in the survivor of the merger. TheAttorney General may consent to the transaction, or the court shall approve thetransaction, if it is fair and not contrary to the public interest. (1993,c. 398, s. 1; c. 553, s. 83(a); 1995, c. 400, s. 6; 1999‑204, s. 1; 1999‑369,s. 2.4.)
§55A‑11‑02. Limitations on mergers by charitable or religiouscorporations.
(a) Without the priorapproval of the superior court in a proceeding in which the Attorney Generalhas been given written notice, a charitable or religious corporation may merge onlywith:
(1) A charitable orreligious corporation;
(2) A foreigncorporation that would qualify under this Chapter as a charitable or religiouscorporation;
(3) A wholly ownedforeign or domestic corporation (business or nonprofit) which is not a charitableor religious corporation, or an unincorporated entity, provided the charitableor religious corporation is the survivor in the merger and continues to be acharitable or religious corporation after the merger; or
(4) A business ornonprofit corporation (foreign or domestic) other than a charitable orreligious corporation, or an unincorporated entity, provided that: (i) on orprior to the effective date of the merger, assets with a value equal to thegreater of the fair market value of the net tangible and intangible assets(including goodwill) of the charitable or religious corporation or the fairmarket value of the charitable or religious corporation if it were to beoperated as a business concern are transferred or conveyed to one or morepersons who would have received its assets under G.S. 55A‑14‑03(a)(1)and (2) had it dissolved; (ii) it shall return, transfer or convey any assetsheld by it upon condition requiring return, transfer or conveyance, whichcondition occurs by reason of the merger, in accordance with such condition;and (iii) the merger is approved by a majority of directors of the charitableor religious corporation who are not and will not become members, as"member" is defined in G.S. 55A‑1‑40(16) or G.S. 57C‑1‑03,partners, limited partners, or shareholders in or directors, managers,officers, employees, agents, or consultants of the survivor in the merger.
(b) At least 30 daysbefore consummation of any merger of a charitable or religious corporationpursuant to subdivision (a)(4) of this section, notice, including a copy of theproposed plan of merger, shall be delivered to the Attorney General. Thisnotice shall include all the information the Attorney General determines isrequired for a complete review of the proposed transaction. The AttorneyGeneral may require an additional 30‑day period to review the proposedtransaction by providing written notice to the charitable or religiouscorporation prior to the expiration of the initial notice period. During this30‑day period, the transaction may not be finalized.
(c) Without the priorwritten consent of the Attorney General, or approval of the superior court in aproceeding in which the Attorney General has been given notice, no member of acharitable or religious corporation may receive or retain any property as aresult of a merger other than an interest as a member, as "member" isdefined in G.S. 55A‑1‑40(16), in the survivor of the merger. TheAttorney General may consent to the transaction, or the court shall approve thetransaction, if it is fair and not contrary to the public interest. (1993,c. 398, s. 1; c. 553, s. 83(a); 1995, c. 400, s. 6; 1999‑204, s. 1; 1999‑369,s. 2.4.)
