(a) After adopting a plan of merger or share exchange, the Board of Directors of each corporation party to the merger, and the Board of Directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger or share exchange for approval by its shareholders.
(b) For a plan of merger or share exchange to be approved:
(1) the Board of Directors must recommend the plan of merger or share exchange to the shareholders, unless the Board of Directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and
(2) the shareholders entitled to vote must approve the plan.
(c) The Board of Directors may condition its submission of the proposed merger or share exchange on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting no fewer than 5 nor more than 20 days before the meeting date. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.
(e) Unless this chapter, the articles of incorporation, or the Board of Directors (acting pursuant to subsection (c) require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.History: 2000, PL 26-23.