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| 3. Merger not contemplated in organic law. If the organic law of | a domestic unincorporated eligible entity does not provide | procedures for the approval of a merger, a plan of merger may be | adopted and approved, the merger effectuated, and appraisal rights | exercised in accordance with the procedures in this chapter and | chapter 13. For the purposes of applying this chapter and chapter | 13: |
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| A. The unincorporated eligible entity, its members or | interest holders, eligible interests and organic documents | taken together are deemed to be a domestic business | corporation, shareholders, shares and articles of | incorporation, respectively and vice versa as the context | may require; and |
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| B. If the business and affairs of the unincorporated | eligible entity are managed by a group of persons that is | not identical to the members or interest holders, that group | is deemed to be the board of directors. |
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| | 4. Plan of merger. A plan of merger must include: |
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| A. The name of each domestic or foreign business or | nonprofit corporation or unincorporated eligible entity that | will merge and the name of the corporation or unincorporated | eligible entity that will be the survivor of the merger; |
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| B. The terms and conditions of the merger; |
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| C. The manner and basis of converting the shares of each | merging domestic or foreign business corporation, | memberships of each domestic or foreign nonprofit | corporation and eligible interests of each merging domestic | or foreign unincorporated eligible entity into shares or | other securities, memberships, eligible interests, | obligations, rights to acquire shares, or other securities | or interest eligible interests, cash or other property or | any combination thereof; |
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| D. The articles of incorporation of any domestic or foreign | business or nonprofit corporation or the organic documents | of any domestic or foreign unincorporated entity to be | created by the merger or, if a new domestic or foreign | business or nonprofit corporation or unincorporated entity | is not to be created by the merger, any amendments to the | survivor's articles of incorporation or organic documents; | and |
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