2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 317A Nonprofit Corporations
Section 317A.613 PLAN APPROVAL.

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.
History: 1989 c 304 s 86