2004 Minnesota Statutes

     322B.74 Abandonment. 

    Subdivision 1.    By owners or plan.  After a plan of 
 merger or exchange has been approved by the owners entitled to 
 vote on the approval of the plan as provided in section 322B.72, 
 and before the effective date of the plan, it may be abandoned: 

    (1) if the owners of ownership interests of each of the 
 constituent organizations entitled to vote on the approval of 
 the plan as provided in section 322B.72 have approved the 
 abandonment at a meeting by the affirmative vote of the owners 
 of a majority of the voting power of the ownership interests 
 entitled to vote and, if the owners of a constituent 
 organization are not entitled to vote on the approval of the 
 plan under section 322B.72, the governing board of that limited 
 liability company has approved the abandonment by the 
 affirmative vote of a majority of the board members present, and 
 the abandonment has been approved in the manner provided in 
 chapter 302A by any constituent organization that is a domestic 
 corporation; 

    (2) if the plan itself provides for abandonment and all 
 conditions for abandonment set forth in the plan are met; or 

    (3) pursuant to subdivision 2.  

    Subd. 2.    By the governing board.  A plan of merger or 
 exchange may be abandoned, before the effective date of the 
 plan, by a resolution of the governing board of any constituent 
 organization that is a limited liability company abandoning the 
 plan of merger or exchange approved by the affirmative vote of a 
 majority of the board members present, subject to the contract 
 rights of any other person under the plan.  Abandonment by the 
 board of a constituent organization that is a domestic 
 corporation may be accomplished as provided in chapter 302A. 

    Subd. 3.    Filing of articles.  If articles of merger 
 or exchange have been filed with the secretary of state, but 
 have not yet become effective, the constituent organizations, in 
 the case of abandonment under subdivision 1, clause (1), the 
 constituent organizations or any one of them, in the case of 
 abandonment under subdivision 1, clause (2), or the abandoning 
 organization in the case of abandonment under subdivision 2, 
 shall file with the secretary of state articles of abandonment 
 that contain:  

    (1) the names of the constituent organizations; 

    (2) the provision of this section under which the plan is 
 abandoned; and 

    (3) if the plan is abandoned under subdivision 2, the text 
 of the resolution approved by the affirmative vote of a majority 
 of the board members present abandoning the plan.  

    HIST: 1992 c 517 art 2 s 100; 1997 c 10 art 3 s 18,19