§ 14.03. Articles of dissolution
§ 14.03. Articles of dissolution (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board; […]
§ 11.05. Effect 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
§ 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
§ 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 […]
§ 12.01. Sale of the assets in regular course of activities and mortgage of assets
§ 12.01. Sale of the assets in regular course of activities and mortgage of assets (a) A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course […]
§ 12.02. Sale of assets other than in regular course of activities
§ 12.02. Sale of assets other than in regular course of activities (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), other than in the usual and regular course of its activities on the terms and conditions and for the […]
§ 10.08. Effect of amendment and restatement
§ 10.08. Effect of amendment and restatement An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any […]
§ 10.20. Amendment by directors
§ 10.20. Amendment by directors If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting of […]
§ 10.21. Amendment by directors and members
§ 10.21. Amendment by directors and members (a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s bylaws to be adopted must […]
§ 10.22. Class voting by members on amendments
§ 10.22. Class voting by members on amendments (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another […]