1999 Minnesota Statutes

     322B.72 Plan approval. 

    Subdivision 1.    Governing board approval and notice to 
 owners.  A resolution containing the plan of merger or 
 exchange must be approved by the affirmative vote of a majority 
 of the board members present at a meeting of the governing board 
 of each constituent organization and must then be submitted at a 
 regular or a special meeting to the owners of: 

    (1) each constituent organization, in the case of a plan of 
 merger; and 

    (2) the organization whose ownership interests will be 
 acquired by the acquiring organization in the exchange, in the 
 case of a plan of exchange. 

 The plan of merger or exchange may require that it be submitted 
 to the owners whether or not the governing board determines at 
 any time after the governing board's initial approval of the 
 plan that the plan is no longer advisable and recommends that 
 the owners reject it.  If owners owning any class or series of 
 ownership interest of an organization are entitled to vote on 
 the plan of merger or exchange pursuant to this section, written 
 notice must be given to every owner of that organization, 
 whether or not entitled to vote at the meeting, not less than 14 
 days nor more than 60 days before the meeting, in the manner 
 provided in section 302A.435 for notice of meetings of 
 shareholders in the case of a domestic corporation and in the 
 manner provided in section 322B.34 for notice of meetings of 
 members in the case of a limited liability company.  The written 
 notice must state that a purpose of the meeting is to consider 
 the proposed plan of merger or exchange.  A copy or short 
 description of the plan of merger or exchange must be included 
 in or enclosed with the notice. 

    Subd. 2.    Approval by owners.  (a) At the meeting a 
 vote of the owners must be taken on the proposed plan.  The plan 
 of merger or exchange is adopted when approved by the 
 affirmative vote of the owners of a majority of the voting power 
 of all ownership interests entitled to vote.  Except as provided 
 in paragraph (b) or a member control agreement, a class or 
 series of ownership interests of the organization is entitled to 
 vote as a class or series if any provision of the plan would, if 
 contained in a proposed amendment to the articles of 
 organization entitle the class or series of ownership interests 
 to vote as a class or series and, in the case of an exchange, if 
 the class or series is included in the exchange.  

    (b) A class or series of ownership interests of the 
 organization is not entitled to vote as a class or series solely 
 because the plan of merger effects a cancellation of the 
 ownership interests of the class or series if the plan of merger 
 effects a cancellation of all ownership interests of the 
 organization of all classes and series that are existing 
 immediately before the merger and owners of ownership interests 
 of that class or series are entitled to obtain payment for the 
 fair value of their shares under section 322B.383 in the event 
 of the merger. 

    Subd. 3.    Approval by constituent domestic corporation. 
  If the merger or exchange is with a domestic corporation, the 
 plan of merger or exchange must also be approved in the manner 
 provided in chapter 302A. 

    HIST: 1992 c 517 art 2 s 98; 1996 c 361 s 42,43; 1997 c 10 art 
 3 s 16,17; 1999 c 85 art 2 s 84,85