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7-131-101. Merger. (1) One or more nonprofit corporations may merge into another nonprofit corporation if the board of directors of each nonprofit corporation adopts a plan of merger and the members entitled to vote thereon, if any, of the nonprofit corporation, if required by section 7-131-102, approve the plan of merger.
(2) The plan of merger required by subsection (1) of this section shall
set forth: (3) The plan of merger may set forth other provisions relating to the merger. 7-131-102. Action on plan of merger. (1) After adopting the plan of merger, the board of directors of each nonprofit corporation that is a party to the merger shall also submit the plan of merger to its members, if any are entitled to vote thereon, for approval.
(2) If the nonprofit corporation does have members entitled to vote with
respect to the approval of a plan of merger, a plan of merger is approved by
the members if: (3) After adopting the plan of merger, the board of directors of each nonprofit corporation party to the merger shall submit the plan of merger for written approval by any person or persons whose approval is required by a provision of the articles of incorporation of the nonprofit corporation and as recognized by section 7-130-301 for an amendment to the articles of incorporation or bylaws.
(4) If the nonprofit corporation does not have members entitled to vote
on a merger, the merger shall be approved and adopted by a majority of the
directors elected and in office at the time the plan of merger is considered by
the board of directors. (5) The board of directors may condition the effectiveness of the plan of merger on any basis.
(6) The nonprofit corporation shall give notice, in accordance with
section 7-127-104, to each member entitled to vote on the plan of merger of the
members' meeting at which the plan will be voted on. (7) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the board of directors acting pursuant to subsection (5) of this section require a greater vote, the plan of merger shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the plan of merger. (8) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment. 7-131-103. Articles of merger. (1) After a plan of merger is approved, pursuant to section 7-131-102, the surviving nonprofit corporation shall deliver to the secretary of state for filing articles of merger setting forth: (a) The plan of merger; (b) If member approval was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors of the nonprofit corporation; (c) If approval of the members of one or more nonprofit corporations party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; (d) If approval of the plan by some person or persons other than the members or the board of directors is required pursuant to section 7-131-102 (3), a statement that such approval was obtained. (2) A merger takes effect upon the effective date stated in the articles of merger or, if earlier, on the ninetieth day after the articles of merger are filed by the secretary of state. (3) Articles of merger shall be executed by each party to the merger. 7-131-104. Effect of merger. (1) When a merger takes effect: (a) Every other nonprofit corporation party to the merger merges into the surviving nonprofit corporation and the separate existence of every nonprofit corporation party to the merger except the surviving nonprofit corporation ceases; (b) The title to all real estate and other property owned by each other nonprofit corporation party to the merger is transferred to and vested in the surviving nonprofit corporation without reversion or impairment; and such transfer to and vesting in the surviving nonprofit corporation shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the nonprofit corporations so merged is a party or by which it is bound; (c) The surviving nonprofit corporation has all liabilities of each nonprofit corporation party to the merger; (d) A proceeding pending by or against any nonprofit corporation party to the merger may be continued as if the merger did not occur or the surviving nonprofit corporation may be substituted in the proceeding for the nonprofit corporation whose existence ceased; (e) The articles of incorporation of the surviving nonprofit corporation are amended to the extent provided in the plan of merger; and (f) The memberships of each nonprofit corporation party to the merger that are to be converted into memberships, obligations, or other interests of the surviving nonprofit corporation or into money or other property are converted, and the former holders of the memberships are entitled only to the rights provided in the articles of merger. 7-131-105. Merger with foreign nonprofit corporation. (1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if: (a) The merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated; (b) Each foreign nonprofit corporation complies with the provisions of such law in effecting the merger; (c) The foreign nonprofit corporation complies with section 7-131-103, if it is the surviving nonprofit corporation of the merger and provides, in addition to the information required by such section, the address of its principal office; and (d) Each domestic nonprofit corporation complies with the applicable provisions of sections 7-131-101 and 7-131-102 and, if it is the surviving nonprofit corporation of the merger, with section 7-131-103.
(2) Upon the merger taking effect, the surviving foreign nonprofit
corporation of a merger:
(3) Service effected pursuant to subparagraph (II) of paragraph (a) of
subsection (2) of this section is perfected at the earliest of:
(4) Subsection (2) of this section does not prescribe the only means, or
necessarily the required means, of serving a surviving foreign nonprofit
corporation of a merger.
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