Kentucky Statutes 273.287 – Articles of merger or consolidation
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Upon such approval, articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:
(a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast; or
(b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(c) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.
Effective: January 1, 1989
History: Amended 1988 Ky. Acts ch. 23, sec. 204, effective January 1, 1989. — Amended 1978 Ky. Acts ch. 384, sec. 452, effective June 17, 1978. — Amended
1976 Ky. Acts ch. 27, sec. 11. — Created 1968 Ky. Acts ch. 165, sec. 40.
(1) The plan of merger or the plan of consolidation;
Terms Used In Kentucky Statutes 273.287
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Quorum: The number of legislators that must be present to do business.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:
(a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast; or
(b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(c) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.
Effective: January 1, 1989
History: Amended 1988 Ky. Acts ch. 23, sec. 204, effective January 1, 1989. — Amended 1978 Ky. Acts ch. 384, sec. 452, effective June 17, 1978. — Amended
1976 Ky. Acts ch. 27, sec. 11. — Created 1968 Ky. Acts ch. 165, sec. 40.