N.Y. NPC Law § 903

§ 903. Approval of plan.\n (a) The board of each constituent corporation, upon approving such\nplan of merger or consolidation shall submit such plan to a vote of the\nmembers in accordance with the following:\n (1) Notice of meeting shall be given to each member whether or not\nentitled to vote. A copy of the plan of merger or consolidation or an\noutline of the material features of the plan shall accompany such\nnotice.\n (2) The plan of merger or consolidation shall be approved at a meeting\nof the members by two-thirds vote as provided in paragraph (c) of\nsection 613 (Vote of members).\n (3) If any merging or consolidating corporation has no members\nentitled to vote thereon, a plan of merger or consolidation shall be\ndeemed approved by the members of the corporation when it is adopted by\nthe board of such corporation pursuant to section 902 (Plan of merger or\nconsolidation).\n (b) Notwithstanding authorization as provided herein, at any time\nprior to the filing of the certificate of merger or consolidation, the\nplan of merger or consolidation may be abandoned pursuant to a provision\nfor such abandonment, if any, contained in the plan of merger or\nconsolidation.\n