2005 Minnesota Statutes

     49.35 Consolidation or merger agreement. 

    The respective boards of directors of the consolidating or 
 merging corporations may, by the majority vote of all of the 
 members of each board, make or authorize to be made between the 
 corporations a written agreement, in duplicate, for the 
 consolidation or merger of the corporations.  The agreement 
 shall specify each corporation to be a party to the transaction, 
 and shall prescribe the terms and conditions thereof; the mode 
 of carrying it into effect; the authorized capital stock of the 
 consolidated or surviving corporation; the name of the 
 consolidated or surviving corporation, which may be the name, in 
 whole or in part, of any corporation which is a party to the 
 agreement, and shall specify the city in which it shall have its 
 principal place of business.  It shall name the persons who 
 shall constitute the board of directors of the consolidated or 
 surviving corporation, but the number and qualifications of 
 these persons shall be in accordance with the statutes relating 
 to the number and qualifications of directors of that class of 
 corporation.  

    HIST: (7699-6) 1925 c 156 s 2; 1973 c 123 art 5 s 7; 1989 c 
 166 s 10; 1993 c 257 s 26