2011 Vermont Code
Title 11B Nonprofit Corporations
Chapter 11 MERGER
§ 1 Approval of plan of merger

§ 11.01. Approval of plan of merger

(a) Subject to the limitations set forth in section 11.02 of this title, one or more nonprofit corporations may merge into an existing business or nonprofit corporation, which may be one of the merging corporations as long as the plan of merger is approved as provided in section 11.03 of this title.

(b) The plan of merger must set forth:

(1) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

(2) the terms and conditions of the planned merger; and

(3) the manner and basis, if any, of converting the memberships of each public benefit corporation into memberships of the surviving corporation; and

(4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.

(c) The plan of merger shall set forth any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger and may set forth other provisions relating to the planned merger. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)