State Codes and Statutes
Statutes > Rhode-island > Title-7 > Chapter-7-6 > 7-6-45SECTION 7-6-45
§ 7-6-45 Approval of merger orconsolidation. – (a) A plan of merger or consolidation is adopted in the following manner:
(1) If the members of any merging or consolidatingcorporation are entitled to vote on it, the board of directors of thecorporation shall adopt a resolution approving the proposed plan and directingthat it be submitted to a vote at a meeting of members entitled to vote on it,which may be either an annual or a special meeting. Written notice settingforth the proposed plan or a summary of the plan shall be given to each memberentitled to vote at the meeting within the time and in the manner provided inthis chapter for the giving of notice of meetings of members. The proposed planshall be adopted upon receiving at least a majority of the votes which memberspresent at each meeting or represented by proxy are entitled to cast.
(2) If any merging or consolidating corporation has nomembers, or no members entitled to vote on it, a plan of merger orconsolidation shall be adopted at a meeting of the board of directors of thecorporation upon receiving the vote of a majority of the directors in office.
(b) After approval, and at any time prior to the filing ofthe articles of merger or consolidation, the merger or consolidation may beabandoned pursuant to any provisions for abandonment set forth in the plan ofmerger or consolidation.
