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273.283 Approval of merger or consolidation.
(1)
(2)
A plan of merger or consolidation shall be adopted in the following manner:
(a) If the members of any merging or consolidating corporation are entitled to
vote thereon, the board of directors of such corporation shall adopt a
resolution approving the proposed plan and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. Written notice setting forth the
proposed plan or a summary thereof shall be given to each member
entitled to vote at such meeting within the time and in the manner
provided in KRS 273.161 to 273.390 for the giving of notice of meetings of
members. The proposed plan shall be adopted upon receiving at least
two-thirds (2/3) of the votes which members present at each such
meeting or represented by proxy are entitled to cast.
(b) If any merging or consolidating corporation has no members, or no
members entitled to vote thereon, a plan of merger or consolidation shall
be adopted at a meeting of the board of directors of such corporation
upon receiving the vote of a majority of the directors in office.
After such approval, and at any time prior to the filing of the articles of merger
or consolidation, the merger or consolidation may be abandoned pursuant to
provisions therefor, if any, set forth in the plan of merger or consolidation.
History: Created 1968 Ky. Acts ch. 165, sec. 39.
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