US Laws, Codes, Statutes & Cases

 
  § 903. Approval of plan.
    (a)  The  board  of  each constituent corporation, upon approving such
  plan of merger or consolidation shall submit such plan to a vote of  the
  members in accordance with the following:
    (1)  Notice  of  meeting  shall be given to each member whether or not
  entitled to vote. A copy of the plan of merger or  consolidation  or  an
  outline  of  the  material  features  of  the  plan shall accompany such
  notice.
    (2) The plan of merger or consolidation shall be approved at a meeting
  of the members by two-thirds  vote  as  provided  in  paragraph  (c)  of
  section 613 (Vote of members).
    (3)  If  any  merging  or  consolidating  corporation  has  no members
  entitled to vote thereon, a plan of merger  or  consolidation  shall  be
  deemed  approved by the members of the corporation when it is adopted by
  the board of such corporation pursuant to section 902 (Plan of merger or
  consolidation).
    (b) Notwithstanding authorization as  provided  herein,  at  any  time
  prior  to  the filing of the certificate of merger or consolidation, the
  plan of merger or consolidation may be abandoned pursuant to a provision
  for such abandonment, if  any,  contained  in  the  plan  of  merger  or
  consolidation.