SECTIONS 9640 - California Statutes

CORPORATIONS CODE

SECTION 9640

9640. (a) The provisions of Chapter 10 (commencing with Section
6010) of Part 2 apply to religious corporations except subdivision
(a) of Section 6010 and Sections 6011 and 6012.
(b) A corporation may merge with any domestic corporation, foreign
corporation, or other business entity (Section 5063.5). However,
without the prior written consent of the Attorney General, a
religious corporation may only merge with another religious
corporation or with a public benefit corporation or a foreign
nonprofit corporation the articles of which provide that its assets
are irrevocably dedicated to charitable, religious or public
purposes.
(c) The principal terms of the merger shall be approved by the
members (Section 5034) of each class of each constituent corporation
and by each other person or persons whose approval of an amendment of
the articles is required by the articles or bylaws; and the approval
by the members (Section 5034) or any other person or persons
required by this section may be given before or after the approval by
the board.
(d) The board of each corporation that desires to merge shall
approve an agreement of merger. The constituent corporations shall be
parties to the agreement of merger and other persons may be parties
to the agreement of merger. The agreement shall state all of the
following:
(1) The terms and conditions of the merger.
(2) The amendments, subject to Sections 5810 and 5816, to the
articles of the surviving corporation to be effected by the merger,
if any. If any amendment changes the name of the surviving
corporation, the new name may be the same as or similar to the name
of a disappearing corporation, subject to subdivision (b) of Section
9122.
(3) The amendments to the bylaws of the surviving corporation to
be effected by the merger, if any.
(4) The name and place of incorporation of each constituent
corporation and which of the constituent corporations is the
surviving corporation.
(5) The manner, if any, of converting memberships of the
constituent corporations into memberships of the surviving
corporation.
(6) Any other details or provisions as are desired, if any.