Page:United States Statutes at Large Volume 76.djvu/327

 76 STAT. ]

PUBLIC LAW 87-569-AUG. 6, 1962

by amendment, no suit brought by or against such corporation under its former name shall abate for that reason. PKOCEDURE FOR MERGER

SEC. 39. Any two or more domestic corporations subject to the provisions of this Act may merge into one of such corporations in the following manner: The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of merger setting forth— (a) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (b) the terms and conditions of the proposed merger; (c) a statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; (d) such other provisions with respect to the proposed merger as are deemed necessary or desirable. PROCEDURE FOR CONSOLIDATION

SEC, 40. Any two or more domestic corporations subject to the provisions of this Act may consolidate into a new corporation in the following manner: The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of consolidation setting forth— (a) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (b) the terms and conditions of the proposed consolidation; (c) with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this Act; (d) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. APPROVAL o r MERGER OR CONSOLIDATION

SEC. 41. A plan of merger or consolidation shall be approved in the following manner: (a) Where the members of any merging or consolidating corporation have voting rights, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. (b) Written or printed notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. (c) A t each such meeting, a vote of the members shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. (d) Where any merging or consolidating corporation has no members, or no members having voting rights, a plan of merger or consolidation shall be adopted at a meeting of the board of direc-

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