2006 Michigan Compiled Laws - Mich. Comp. Laws § 450.2703 Plan of merger or consolidation; approval or authorization; voting; notice of meeting.

Sec. 703.

(1) A plan of merger or consolidation adopted by the board of each constituent corporation which is organized upon a stock or membership basis shall be submitted for approval at a meeting of its shareholders or members. Notice of the meeting shall be given to each shareholder or member of record, whether or not entitled to vote at the meeting, not less than 20 days before the meeting, in the manner provided in this act for the giving of notice of meetings of shareholders or members. The notice shall include or be accompanied by a copy or summary of the plan of merger or consolidation.

(2) At the meeting, a vote of the shareholders or members shall be taken on the proposed plan of merger or consolidation. The plan shall be approved upon receiving the affirmative vote of a majority of the outstanding shares or members of the corporation entitled to vote thereon, and if a class is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares or members of each such class. A class of shares or members of any such corporation is entitled to vote as a class if the plan of merger or consolidation contains a provision which, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares or members to vote as a class.

(3) If any merging or consolidating corporation is organized upon a directorship basis, a plan of merger or consolidation shall be authorized upon receiving the affirmative vote of a majority of the directors then in office. Notice of the meeting to authorize the plan of merger or consolidation shall be given to each director then in office not less than 20 days before the meeting and shall include or be accompanied by a copy or summary of the plan.

History: 1982, Act 162, Eff. Jan. 1, 1983