10-11102. Membership exchange


A. A corporation may acquire all of the outstanding memberships of one or more
classes or series of another corporation if the board of directors of each corporation
adopts, and, if required by section 10-11103, its members and other persons approve, the
exchange.


B. The plan of exchange shall set forth all of the following:


1. The name of the corporation whose memberships will be acquired and the name of
the acquiring corporation.


2. The terms and conditions of the exchange.


3. The manner and basis of exchanging the memberships to be acquired for
memberships, obligations or other interests in the acquiring or any other corporation or
for cash or other property in whole or in part.


C. The plan of exchange may set forth other provisions relating to the exchange.


D. This section does not limit the power of a corporation to acquire, and a
corporation has the power and authority to acquire, all or part of the memberships of one
or more classes or series of another corporation through a voluntary exchange or
otherwise.