Utah Code 16-6a-1103. Articles of merger

(1)

After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth:

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Terms Used In Utah Code 16-6a-1103

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
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.
Deliver: includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
domestic corporation: means a corporation for profit that:

(a)	is not a foreign corporation; and

(b)

is incorporated under or subject to Chapter 10a, Utah Revised Business Corporation Act. See Utah Code 16-6a-102

domestic nonprofit corporation: means an entity that:

(a)	is not a foreign nonprofit corporation; and

(b)

is incorporated under or subject to this chapter. See Utah Code 16-6a-102

Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Utah Code 16-6a-102

Foreign nonprofit corporation: means an entity:

(a)	incorporated under a law other than the laws of this state; and

(b)

that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102

Member: includes :

(i)	"voting member"; and

(ii)

a shareholder in a water company. See Utah Code 16-6a-102

Person: means an:

(a)	individual; or

(b)

entity. See Utah Code 16-6a-102

Shareholder: means a person in whose name a share is registered in the records of a nonprofit corporation. See Utah Code 16-6a-102

Vote: includes authorization by:

(a)	written ballot; and

(b)	written consent. See Utah Code 16-6a-102 Voting group: means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter. See Utah Code 16-6a-102
(a)	the plan of merger;

(b)

if shareholder or member approval was not required of any party to the merger:

(i)	a statement to the effect that approval was not required; and

(ii)	a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger;

(c)

if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation 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; and

(d)	if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained.

(2)	A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed.

(3)	Articles of merger shall be executed by each party to the merger.

Amended by Chapter 228, 2006 General Session

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