N.D. Cent. Code § 10-19.1-98

10-19.1-98. Plan approval

1. A resolution containing the plan of merger or exchange must be approved by the

governing body as required by section 10-19.1-46 in the case of a domestic

corporation, or by the governing statute of each other constituent organization and

must then be submitted at a regular or special meeting to the owners of each

constituent organization, in the case of a plan of merger or the constituent organization

whose ownership interests will be acquired by the acquiring constituent organization in

the exchange, in the case of a plan of exchange. If owners owning any class or series

of ownership interests in a constituent organization are entitled to vote on the plan of

merger or exchange under this subsection, then written notice must be given to every

owner of that constituent organization, whether or not entitled to vote at the meeting,

not less than fourteen days nor more than sixty days before the meeting, in the

manner provided in section 10-19.1-73 for notice of meetings of shareholders in the

case of a domestic corporation, or in the manner provided in its governing statute in

the case of each other constituent organization. The written notice must state that a

purpose of the meeting is to consider the proposed plan of merger or exchange. A

copy or short description of the plan of merger or exchange must be included in or

enclosed with the notice.

2. At the meeting a vote of the owners must be taken on the proposed plan. The plan of

merger or exchange is adopted when approved by the affirmative vote of the holders

of a majority of the voting power of all ownership interests entitled to vote. Except as

provided in subsection 3, a class or series of ownership interests of the constituent

organization is entitled to vote as a class or series if any provision of the plan would, if

contained in a proposed amendment to the articles, or a member-control agreement,

entitle the class or series of ownership interests to vote as a class or series and, in the

case of an exchange, if the class or series is included in the exchange.

3. A class or series of ownership interests of the constituent organization is not entitled to

vote as a class or series if the plan of merger or exchange affects a cancellation or

exchange of all ownership interests of the constituent organization of all classes and

series that are outstanding immediately before the merger or exchange and owners of

ownership interests of that class or series are entitled to obtain payment for the fair

value of their ownership interests under section 10-19.1-87, or would have the right to

obtain payment for their ownership interests absent the exception set forth in

subsection 6 of section 10-19.1-87, in the case of a domestic corporation, or under its

governing statute in the case of any other organization in the event of the merger or

exchange.

4. Notwithstanding subsections 1 and 2, submission of a plan of merger or exchange to a

vote at a meeting of owners of a surviving constituent organization is not required if:

a. The articles will not be amended in the transaction;

b. Each owner of ownership interests in the constituent organization which were

outstanding immediately before the effective date of the transaction will hold the

same number of ownership interests with identical rights immediately after the

effective date;

c. The voting power of the outstanding ownership interests of the constituent

organization entitled to vote immediately after the merger or exchange, plus the

voting power of the ownership interests of the constituent organization entitled to

vote issuable on conversion of, or on the exercise of rights to purchase, securities

issued in the transaction, will not exceed by more than twenty percent the voting

power of the outstanding ownership interests of the constituent organization

entitled to vote immediately before the transaction; and
, plus the

voting power of the ownership interests of the constituent organization entitled to

vote issuable on conversion of, or on the exercise of rights to purchase, securities

issued in the transaction, will not exceed by more than twenty percent the voting

power of the outstanding ownership interests of the constituent organization

entitled to vote immediately before the transaction; and

d. The number of participating ownership interests of the constituent organization

immediately after the merger, plus the number of participating ownership interests

of the constituent organization issuable on conversion of, or on the exercise of

rights to purchase, securities issued in the merger, will not exceed by more than

twenty percent the number of participating ownership interests of the constituent

organization immediately before the merger. "Participating ownership interests"

are outstanding ownership interests of the constituent organization which entitle

their owners to participate without limitation in distributions by the constituent

organization.

5. If the merger or exchange is with an organization other than a domestic corporation,

the plan of merger or exchange must also be approved in the manner provided in the

governing statute of the other organization.