Montana Code 35-2-608. Approval of plan of merger
35-2-608. Approval of plan of merger. (1) Subject to the limitations set forth in 35-2-609, one or more nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved as provided in 35-2-610.
Terms Used In Montana Code 35-2-608
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Mutual benefit corporation: means a domestic corporation designated as a mutual benefit corporation. See Montana Code 35-2-114
- Property: means real and personal property. See Montana Code 1-1-205
- Religious corporation: means a domestic corporation designated as a religious corporation. See Montana Code 35-2-114
(2)The plan of merger must set forth:
(a)the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(b)the terms and conditions of the planned merger;
(c)the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(d)if the merger involves a mutual benefit corporation, 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.
(3)The plan of merger may set forth:
(a)any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(b)other provisions relating to the planned merger.