North Carolina § 55A-11-01 - Approval of plan of merger.

§ 55A-11-01. Approval of plan of merger.

Subject to the limitations set forth in G.S. 55A-11-02, one or more nonprofit corporations may merge into another nonprofit corporation, if the plan of merger is approved as provided in G.S. 55A-11-03. The plan of merger shall set forth: The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; The terms and conditions of the merger; and The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part. The plan of merger may set forth: Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the merger; and Other provisions relating to the merger. The provisions of the plan of merger, other than the provisions referred to in subdivisions (b)(1) and (c)(1) of this section, may be made dependent on facts objectively ascertainable outside the plan of merger if the plan of merger sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data. A determination or action by the corporation or by any other person, group, or body. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. History (1955, c. 1230; 1993, c. 398, s. 1; 1995, c. 400, s. 5; 2005-268, s. 38.) NORTH CAROLINA COMMENTARY Subdivision (b)(3) is not an enabling provision but merely sets out what must be included in the plan of merger if conversion of memberships is part of the plan and is otherwise permitted. Former G.S. 55A-39 provided for statutory consolidation. Article 11 of this Act, like Article 11 of the Business Corporation Act, contains no procedure for consolidation. Effect of Amendments. - Session Laws 2005-268, s. 38, effective October 1, 2005, added subsection (d).