15A:10-4 - Approval by members - New Jersey Statutes

15A:10-4.  Approval by members
    a.  Where a corporation has members entitled to vote thereon, the board shall approve the plan of merger or plan of consolidation and direct that the plan be submitted to a vote at a meeting of members.  Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record entitled to vote at that meeting, in the manner provided in this act for the giving of notice of meetings of members.  The notice shall include, or shall be accompanied by, a copy or a summary of the plan of merger or consolidation.

    b.  At the meeting, a vote of the members entitled to vote shall be taken on  the proposed plan of merger or consolidation.  The plan shall be approved upon  receiving the affirmative vote of two-thirds of the votes cast by the members  entitled to vote thereon, and, in addition, if any class is entitled to vote  thereon as a class, the affirmative vote of two-thirds of the votes cast in  each class vote.  Any class of members of any corporation shall be entitled to  vote as a class if the plan of merger or consolidation, as the case may be,  contains any provision which, if contained in a proposed amendment to the  certificate of incorporation, would entitle the class of members to vote as a  class, unless the provision is one which could be adopted by the board without  member approval.  The voting requirements of this section shall be subject to  such greater or lesser requirements as are adopted pursuant to section  15A:5-12.

     L.1983, c. 127, s. 15A:10-4, eff. Oct. 1, 1983.