§ 1610. Effect of merger
§ 1610. Effect of merger (a) When a merger becomes effective: (1) the surviving entity continues or comes into existence; (2) each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (3) all property owned by each constituent entity that ceases to exist vests in the surviving entity; (4) […]
§ 1611. Consolidation
§ 1611. Consolidation (a) Constituent entities that are mutual benefit enterprises or foreign enterprises may agree to call a merger a consolidation under this article. (b) All provisions governing mergers or using the term “merger” in this title apply equally to mergers that the constituent entities choose to call consolidations under subsection (a) of this […]
§ 1612. Article not exclusive
§ 1612. Article not exclusive This article does not prohibit a mutual benefit enterprise from being converted or merged under law other than this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1701. Uniformity of application and construction
§ 1701. Uniformity of application and construction In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1702. Relation to electronic signatures in Global and National Commerce Act
§ 1702. Relation to electronic signatures in Global and National Commerce Act This title modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede § 101(c) of that act, 15 U.S.C. § 7001(c) or authorize electronic delivery of […]
§ 1703. Savings clause
§ 1703. Savings clause This title does not affect an action or proceeding commenced, or right accrued, before the effective date. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise (a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterprise’s organic rules. (b) The board […]
§ 1608. Approval or abandonment of merger by members
§ 1608. Approval or abandonment of merger by members (a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by: (1) at least two-thirds of the voting power of members present at a members’ meeting called under subsection 1607(b) of this title; and (2) if the mutual benefit […]
§ 1609. Filings required for merger; effective date
§ 1609. Filings required for merger; effective date (a) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (b) The articles of merger shall include: (1) the name and form of each constituent entity and the jurisdiction of its governing […]
§ 1504. Disposition of assets
§ 1504. Disposition of assets (a) Subject to subsection (b) of this section, a disposition of assets under section 1502 of this title shall be approved by: (1) at least two-thirds of the voting power of members present at a members’ meeting called under subdivision 1503(2) of this title; and (2) if the mutual benefit […]