47-25-10. Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state.

Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its board of directors, by its president or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary and shall set forth:

(1)    The plan of merger or the plan of consolidation;

(2)    If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:

(a)    A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(b)    A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(3)    If any merging or consolidating corporation has no members or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

The original and the copy of the articles of merger or articles of consolidation shall be acknowledged and delivered to the secretary of state.

Source: SL 1965, ch 24, § 43; SL 1989, ch 393, § 27.