§ 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 […]
§ 11.02. Limitations on mergers by public benefit corporations (a) Without the prior approval of the Superior Court of Washington County in a proceeding of which the Attorney General has been given written notice, a public benefit corporation may merge only with: (1) another public benefit corporation; (2) a foreign corporation which would qualify under […]
§ 11.03. Action on plan by board, members and third persons (a) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) by the board; […]
§ 11.04. Articles of merger After a plan of merger is approved by the board of directors, and if required by section 11.03 of this title, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth: (1) the plan of merger; […]
§ 11.05. Effect of merger When a merger takes effect: (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) the title to all real estate and other property owned by each corporation party to the merger is vested […]
§ 11.06. Merger with foreign corporation (a) Except as provided in section 11.02 of this title, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated […]
§ 11.07. Bequests, devises, and gifts Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically […]
