§ 5952. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests or shares of the surviving corporation, if there be one. (ii) The disposition of the membership interests or shares or obligations, if any, of the new corporation or corporations resulting from the division. (2) A statement that the dividing nonprofit corporation will, or will not, survive the division. (3) Any changes desired to be made in the articles of the surviving corporation, if there be one, including a restatement of the articles. (4) The articles of incorporation required by subsection (b). (5) Such other provisions as are deemed desirable. (6) (Deleted by amendment). (b) Articles of new corporations.--There shall be included in or annexed to the plan of division: (1) Articles of incorporation, which shall contain all of the statements required by this subpart to be set forth in restated articles, for each of the new domestic nonprofit corporations, if any, resulting from the division. (2) Articles of incorporation, certificates of incorporation or other charter documents for each of the new foreign nonprofit corporations, if any, resulting from the division. (c) Proposal and adoption.--Except as otherwise provided in section 5953 (relating to division without member approval), the plan of division shall be proposed and adopted, and may be amended after its adoption and terminated, by a domestic nonprofit corporation in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter C (relating to merger, consolidation and sale of assets) or, if the dividing corporation is a foreign nonprofit corporation, in accordance with the laws of the jurisdiction in which it is incorporated and, in the case of a foreign domiciliary corporation, the provisions of this subpart to the extent provided by section 6145 (relating to applicability of certain safeguards to foreign corporations). There shall be included in or enclosed with the notice of the meeting of members that will act on the plan a copy or summary of the plan. (d) Special requirements.--If any provision of the bylaws of a dividing domestic nonprofit corporation adopted before January 1, 1972 shall require for the adoption of a plan of merger or consolidation or a plan involving the sale, lease or exchange of all or substantially all of the property and assets of the corporation a specific number or percentage of votes of directors, members, or members of an other body or other special procedures, the plan of division shall not be adopted without such number or percentage of votes or compliance with such other special procedures. (e) Financial status of resulting corporations.--Unless the plan of division provides that the dividing corporation shall survive the division and that all membership interests or shares or obligations, if any, of all new corporations resulting from the plan shall be owned solely by the surviving corporation, no plan of division may be made effective at a time when the dividing corporation is insolvent or when the division would render any of the resulting corporations insolvent. (f) Rights of holders of indebtedness.--If any debt securities, notes or similar evidences of indebtedness for money borrowed, whether secured or unsecured, indentures or other contracts were issued, incurred or executed by the dividing corporation before January 1, 1972, and have not been amended subsequent to that date, the liability of the dividing corporation thereunder shall not be affected by the division nor shall the rights of the obligees thereunder be impaired by the division, and each of the resulting corporations may be proceeded against or substituted in place of the dividing corporation as joint and several obligors on such liability, regardless of any provision of the plan of division apportioning the liabilities of the dividing corporation. (g) Reference to outside facts.--Any of the terms of a plan of division 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 the dividing corporation or a representative of the dividing corporation. (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 5952 is referred to in section 5953 of this title.
§ 5952. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests or shares of the surviving corporation, if there be one. (ii) The disposition of the membership interests or shares or obligations, if any, of the new corporation or corporations resulting from the division. (2) A statement that the dividing nonprofit corporation will, or will not, survive the division. (3) Any changes desired to be made in the articles of the surviving corporation, if there be one, including a restatement of the articles. (4) The articles of incorporation required by subsection (b). (5) Such other provisions as are deemed desirable. (6) (Deleted by amendment). (b) Articles of new corporations.--There shall be included in or annexed to the plan of division: (1) Articles of incorporation, which shall contain all of the statements required by this subpart to be set forth in restated articles, for each of the new domestic nonprofit corporations, if any, resulting from the division. (2) Articles of incorporation, certificates of incorporation or other charter documents for each of the new foreign nonprofit corporations, if any, resulting from the division. (c) Proposal and adoption.--Except as otherwise provided in section 5953 (relating to division without member approval), the plan of division shall be proposed and adopted, and may be amended after its adoption and terminated, by a domestic nonprofit corporation in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter C (relating to merger, consolidation and sale of assets) or, if the dividing corporation is a foreign nonprofit corporation, in accordance with the laws of the jurisdiction in which it is incorporated and, in the case of a foreign domiciliary corporation, the provisions of this subpart to the extent provided by section 6145 (relating to applicability of certain safeguards to foreign corporations). There shall be included in or enclosed with the notice of the meeting of members that will act on the plan a copy or summary of the plan. (d) Special requirements.--If any provision of the bylaws of a dividing domestic nonprofit corporation adopted before January 1, 1972 shall require for the adoption of a plan of merger or consolidation or a plan involving the sale, lease or exchange of all or substantially all of the property and assets of the corporation a specific number or percentage of votes of directors, members, or members of an other body or other special procedures, the plan of division shall not be adopted without such number or percentage of votes or compliance with such other special procedures. (e) Financial status of resulting corporations.--Unless the plan of division provides that the dividing corporation shall survive the division and that all membership interests or shares or obligations, if any, of all new corporations resulting from the plan shall be owned solely by the surviving corporation, no plan of division may be made effective at a time when the dividing corporation is insolvent or when the division would render any of the resulting corporations insolvent. (f) Rights of holders of indebtedness.--If any debt securities, notes or similar evidences of indebtedness for money borrowed, whether secured or unsecured, indentures or other contracts were issued, incurred or executed by the dividing corporation before January 1, 1972, and have not been amended subsequent to that date, the liability of the dividing corporation thereunder shall not be affected by the division nor shall the rights of the obligees thereunder be impaired by the division, and each of the resulting corporations may be proceeded against or substituted in place of the dividing corporation as joint and several obligors on such liability, regardless of any provision of the plan of division apportioning the liabilities of the dividing corporation. (g) Reference to outside facts.--Any of the terms of a plan of division 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 the dividing corporation or a representative of the dividing corporation. (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 5952 is referred to in section 5953 of this title.
§ 5952. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests or shares of the surviving corporation, if there be one. (ii) The disposition of the membership interests or shares or obligations, if any, of the new corporation or corporations resulting from the division. (2) A statement that the dividing nonprofit corporation will, or will not, survive the division. (3) Any changes desired to be made in the articles of the surviving corporation, if there be one, including a restatement of the articles. (4) The articles of incorporation required by subsection (b). (5) Such other provisions as are deemed desirable. (6) (Deleted by amendment). (b) Articles of new corporations.--There shall be included in or annexed to the plan of division: (1) Articles of incorporation, which shall contain all of the statements required by this subpart to be set forth in restated articles, for each of the new domestic nonprofit corporations, if any, resulting from the division. (2) Articles of incorporation, certificates of incorporation or other charter documents for each of the new foreign nonprofit corporations, if any, resulting from the division. (c) Proposal and adoption.--Except as otherwise provided in section 5953 (relating to division without member approval), the plan of division shall be proposed and adopted, and may be amended after its adoption and terminated, by a domestic nonprofit corporation in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter C (relating to merger, consolidation and sale of assets) or, if the dividing corporation is a foreign nonprofit corporation, in accordance with the laws of the jurisdiction in which it is incorporated and, in the case of a foreign domiciliary corporation, the provisions of this subpart to the extent provided by section 6145 (relating to applicability of certain safeguards to foreign corporations). There shall be included in or enclosed with the notice of the meeting of members that will act on the plan a copy or summary of the plan. (d) Special requirements.--If any provision of the bylaws of a dividing domestic nonprofit corporation adopted before January 1, 1972 shall require for the adoption of a plan of merger or consolidation or a plan involving the sale, lease or exchange of all or substantially all of the property and assets of the corporation a specific number or percentage of votes of directors, members, or members of an other body or other special procedures, the plan of division shall not be adopted without such number or percentage of votes or compliance with such other special procedures. (e) Financial status of resulting corporations.--Unless the plan of division provides that the dividing corporation shall survive the division and that all membership interests or shares or obligations, if any, of all new corporations resulting from the plan shall be owned solely by the surviving corporation, no plan of division may be made effective at a time when the dividing corporation is insolvent or when the division would render any of the resulting corporations insolvent. (f) Rights of holders of indebtedness.--If any debt securities, notes or similar evidences of indebtedness for money borrowed, whether secured or unsecured, indentures or other contracts were issued, incurred or executed by the dividing corporation before January 1, 1972, and have not been amended subsequent to that date, the liability of the dividing corporation thereunder shall not be affected by the division nor shall the rights of the obligees thereunder be impaired by the division, and each of the resulting corporations may be proceeded against or substituted in place of the dividing corporation as joint and several obligors on such liability, regardless of any provision of the plan of division apportioning the liabilities of the dividing corporation. (g) Reference to outside facts.--Any of the terms of a plan of division 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 the dividing corporation or a representative of the dividing corporation. (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 5952 is referred to in section 5953 of this title.
