10-1104. Merger of subsidiary


A. A parent corporation owning at least ninety per cent of the outstanding shares
of each class of a subsidiary corporation may merge the subsidiary into itself without
approval of the shareholders of the parent or the subsidiary.


B. The board of directors of the parent shall adopt a plan of merger that sets
forth:


1. The names of the parent and subsidiary.


2. The manner and basis of converting the shares of the subsidiary into shares,
obligations or other securities of the parent or any other corporation or into cash or
other property in whole or in part.


C. The parent shall mail a copy or summary of the plan of merger to each
shareholder, other than the parent, of the subsidiary who does not waive the mailing
requirement in writing.


D. The parent may not deliver articles of merger to the commission for filing until
at least thirty days after the date it mailed a copy of the plan of merger to each
shareholder of the subsidiary who did not waive the mailing requirement.


E. Articles of merger under this section shall not contain amendments to the
articles of incorporation of the parent corporation.