355.626. Approval of plan of merger.

MISSOURI STATUTES AND CODES

355.626. Approval of plan of merger.

Approval of plan of merger.

355.626. 1. Unless this chapter, the articles, bylaws, orthe board of directors or members acting pursuant to subsection 3of this section, require a greater vote or voting by class, aplan of merger to be adopted must be approved:

(1) By the board;

(2) By the members, if any, by two-thirds of the votes castor a majority of the voting power, whichever is less; and

(3) In writing by any person or persons whose approval isrequired by a provision of the articles authorized by section355.606 for an amendment to the articles or bylaws.

2. If the corporation does not have members, the mergermust be approved by a majority of the directors in office at thetime the merger is approved. In addition the corporation shallprovide notice of any directors' meeting at which such approvalis to be obtained in accordance with subsection 3 of section355.386. The notice must also state that the purpose, or one ofthe purposes, of the meeting is to consider the proposed merger.

3. The board may condition its submission of the proposedmerger, and the members may condition their approval of themerger, on receipt of a higher percentage of affirmative votes oron any other basis.

4. If the board seeks to have the plan approved by themembers at a membership meeting, the corporation shall givenotice to its members of the proposed membership meeting inaccordance with section 355.251. The notice must also state thatthe purpose, or one of the purposes, of the meeting is toconsider the plan of merger and contain or be accompanied by acopy or summary of the plan. The copy or summary of the plan formembers of the surviving corporation shall include any provisionthat, if contained in a proposed amendment to the articles ofincorporation or bylaws, would entitle members to vote on theprovision. The copy or summary of the plan for members of thedisappearing corporation shall include a copy or summary of thearticles and bylaws which will be in effect immediately after themerger takes effect.

5. If the board seeks to have the plan approved by themembers by written consent or written ballot, the materialsoliciting the approval shall contain or be accompanied by a copyor summary of the plan. The copy or summary of the plan formembers of the surviving corporation shall include any provisionthat, if contained in a proposed amendment to the articles ofincorporation or bylaws, would entitle members to vote on theprovision. The copy or summary of the plan for members of thedisappearing corporation shall include a copy or summary of thearticles and bylaws which will be in effect immediately after themerger takes effect.

6. Voting by a class of members is required on a plan ofmerger if the plan contains a provision that, if contained in aproposed amendment to articles of incorporation or bylaws, wouldentitle the class of members to vote as a class on the proposedamendment under section 355.566 or 355.601. The plan is approvedby a class of members by two-thirds of the votes cast by theclass or a majority of the voting power of the class, whicheveris less.

7. After a merger is adopted, and at any time beforearticles of merger are filed, the planned merger may beabandoned, subject to any contractual rights, without furtheraction by members or other persons who approved the plan inaccordance with the procedure set forth in the plan of merger or,if none is set forth, in the manner determined by the board ofdirectors.

8. A nonprofit corporation having residents who have paidinto the corporation for services or other charges in excess offifty percent of the corporation's operating expenses may notchange or alter the purpose or organization of the corporationunless notice of the proposed change is published at least thirtydays in advance of the change or alteration in a newspaper ofgeneral circulation in the county where the residential facilityis located and a copy of the notice is conspicuously posted atthe residential facility no later than thirty days prior to saidchange or alteration.