ORS 65.481
Approval of plan of merger
(1)
Subject to the limitations set forth in ORS 65.484 (Limitations on mergers by public benefit or religious corporations), one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS 65.487 (Action on plan of merger by board, members and third persons).(2)
The plan of merger must set forth:(a)
The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;(b)
The terms and conditions of the merger;(c)
The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and(d)
If the merger involves a mutual benefit or business corporation, the manner and basis, if any, of converting the memberships or shares of each merging corporation into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or other property in whole or part.(3)
The plan of merger may set forth:(a)
Amendments to the articles of incorporation of the surviving corporation; and(b)
Other provisions relating to the merger. [1989 c.1010 §118]
Source:
Section 65.481 — Approval of plan of merger, https://www.oregonlegislature.gov/bills_laws/ors/ors065.html.
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