2004 Minnesota Statutes

     317A.613 Plan approval. 

    Subdivision 1.    Approval required.  A plan of merger 
 or consolidation must be approved and adopted by each 
 constituent corporation as provided in this section. 

    Subd. 2.    Approval by board and members with voting 
 rights.  When a constituent corporation has members with 
 voting rights, the board of directors of the corporation shall 
 adopt a resolution by a majority vote of all directors approving 
 a proposed plan of merger or consolidation and directing that 
 the plan be submitted to a vote at a meeting of the members with 
 voting rights.  Notice of the meeting must be given, accompanied 
 by a copy or summary of the proposed plan.  Unless the articles 
 or bylaws require a greater vote, the plan of merger or 
 consolidation is adopted upon receiving the affirmative vote of 
 a majority of the members who vote upon the proposed plan. 

    Subd. 3.    Approval by board.  When a constituent 
 corporation does not have members with voting rights, and unless 
 the articles or bylaws require a greater vote, a plan of merger 
 or consolidation is adopted at a meeting of the board of 
 directors of the corporation upon receiving the affirmative 
 votes of a majority of all directors.  Notice of the meeting 
 must be given accompanied by a copy of the proposed plan of 
 merger or consolidation. 

    HIST: 1989 c 304 s 86