§ 1601. Definitions In this article: (1) “Constituent entity” means an entity that is a party to a merger. (2) “Constituent mutual benefit enterprise” means a mutual benefit enterprise that is a party to a merger. (3) “Converted entity” means the organization into which a converting entity converts pursuant to sections 1602 through 1605 of […]
§ 1602. Conversion (a) An entity that is not a mutual benefit enterprise may convert to a mutual benefit enterprise and a mutual benefit enterprise may convert to an entity that is not a mutual benefit enterprise pursuant to this section, sections 1603 through 1605 of this title, and a plan of conversion, if: (1) […]
§ 1603. Action on plan of conversion by converting mutual benefit enterprise (a) For a mutual benefit enterprise to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors shall call […]
§ 1604. Filings required for conversion; effective date (a) After a plan of conversion is approved: (1) a converting mutual benefit enterprise shall deliver to the Secretary of State for filing articles of conversion, which shall include: (A) a statement that the mutual benefit enterprise has been converted into another entity; (B) the name and […]
§ 1605. Effect of conversion (a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other […]
§ 1606. Merger (a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if: (1) the governing statute of each of the other entities authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted […]
§ 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 (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 (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 […]
§ 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 (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 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.)
