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.