§ 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 […]
§ 1601. Definitions
§ 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
§ 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) […]
§ 1402. Application for certificate of authority
§ 1402. Application for certificate of authority (a) A foreign enterprise may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application shall state: (1) the name of the foreign enterprise and, if the name does not comply with section 111 of this title, an alternative […]
§ 1403. Activities not constituting transacting business
§ 1403. Activities not constituting transacting business (a) Activities of a foreign enterprise that do not constitute transacting business in this State under this article include: (1) maintaining, defending, and settling an action or proceeding; (2) holding meetings of the foreign enterprise’s members or directors or carrying on any other activity concerning the foreign enterprise’s […]
§ 1404. Issuance of certificate of authority
§ 1404. Issuance of certificate of authority Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this title, the Secretary of State, upon payment by the foreign enterprise of all filing fees, shall file the application, issue a certificate of authority, and […]
§ 1405. Noncomplying name of foreign enterprise
§ 1405. Noncomplying name of foreign enterprise (a) A foreign enterprise whose name does not comply with section 111 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternative name that complies with section 111. A foreign enterprise that adopts an […]