§414D-202  Action on plan by board, members,
and third persons.  (a)  Unless this chapter, the articles, the bylaws, or
the board of directors or members (acting pursuant to subsection (c)) require a
greater vote or voting by class, a plan of merger to be adopted shall be
approved:



(1)  By the board;



(2)  By the members, if any, by two-thirds of the
votes cast or a majority of the voting power, whichever is less; and



(3)  In writing by any person or persons whose
approval is required by a provision of the articles authorized by section
414D-188 for an amendment to the articles or bylaws.



(b)  If the corporation does not have members,
the merger shall be approved by a majority of the directors in office at the
time the merger is approved.  In addition, the corporation shall provide notice
of any directors' meeting at which the approval is to be obtained in accordance
with section 414D-145(c).  The notice shall also state that the purpose, or one
of the purposes, of the meeting is to consider the proposed merger.



(c)  The board may condition its submission of
the proposed merger, and the members may condition their approval of the
merger, on receipt of a higher percentage of affirmative votes or on any other
basis.



(d)  If the board seeks to have the plan approved
by the members at a membership meeting, the corporation shall give notice to
its members of the proposed membership meeting in accordance with section
414D-105.  The notice shall also state that the purpose, or one of the
purposes, of the meeting is to consider the plan of merger and contain or be
accompanied by a copy or summary of the plan.  The copy or summary of the plan
for members of the surviving corporation shall include any provision that, if
contained in a proposed amendment to the articles of incorporation or bylaws,
would entitle members to vote on the provision.  The copy or summary of the
plan for members of the disappearing corporation shall include a copy or
summary of the articles and bylaws that will be in effect immediately after the
merger takes effect.



(e)  If the board seeks to have the plan
approved by the members by written consent or written ballot, the material
soliciting the approval shall contain or be accompanied by a copy or summary of
the plan.  The copy or summary of the plan for members of the surviving
corporation shall include any provision that, if contained in a proposed
amendment to the articles of incorporation or bylaws, would entitle members to
vote on the provision.  The copy or summary of the plan for members of the
disappearing corporation shall include a copy or summary of the articles and
bylaws that will be in effect immediately after the merger takes effect.



(f)  Voting by a class of members is required
on a plan of merger if the plan contains a provision that, if contained in a
proposed amendment to articles of incorporation or bylaws, would entitle the
class of members to vote as a class on the proposed amendment under section
414D-184 or 414D-187.  The plan shall be approved by a class of members by two-thirds
of the votes cast by the class or a majority of the voting power of the class,
whichever is less.



(g)  After a merger is adopted, and at any time
before articles of merger are filed, the planned merger may be abandoned
(subject to any contractual rights) without further action by members or other
persons who approved the plan in accordance with the procedure set forth in the
plan of merger or, if none is set forth, in the manner determined by the board
of directors.  A plan of merger may provide
that at any time prior to the time that the plan becomes effective, the plan
may be terminated by the board of directors of any constituent corporation
notwithstanding approval of the plan by the stockholders of all or any of the
constituent corporations.  If the plan of merger is terminated after the filing
of the articles but before the plan has become effective, a certificate of
termination shall be filed with the department director.  A plan of merger may
allow the boards of directors of the constituent corporations to amend the plan
at any time prior to the time that the plan becomes effective; provided that an
amendment made subsequent to the adoption of the plan by the stockholders of
any constituent corporation shall not:



(1)  Alter or
change the amount or kind of shares, securities, cash, property, or rights or
any of them  to be received in exchange for or on conversion of all or any of
the interests of the constituent corporation;



(2)  Alter or
change any term of the organizing articles of the surviving entity to be
effected by the merger; or



(3)  Alter or
change any of the terms and conditions of the plan if the alteration or change
would adversely affect the holders of any interest of the constituent
corporation.



If the plan
of merger is amended after the articles are filed with the department director
but before the plan has become effective, articles of amendment shall be filed
with the department director.



[(h)]  A merger takes effect on the filing date
of the articles of merger, or on the date subsequent to the filing as set forth
in the articles of merger; provided that the effective date shall not be more
than thirty days from the filing date. [L 2001, c 105, pt of §1; am L 2002, c
41, §14]