ORS Chapter 65 — Nonprofit Corporations

ORS 65.487. Action on plan of merger by board, members and third persons. (1) Unless this chapter, a corporations articles of incorporation, bylaws or the corporations board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, adoption of a plan of merger requires, with respect to each corporation party to the merger, approval: (a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on the merger, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation or bylaws by a provision of the articles of incorporation or bylaws as authorized by ORS 65.467. (2) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, and if the corporation does not have members entitled to vote on the merger, the board of directors must approve the merger. The corporation shall provide notice of any board of directors meeting at which such approval is to be obtained in accordance with ORS 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger. (3) The board of directors may condition the boards submission of the proposed merger to a vote of members, and the members entitled to vote on the merger may condition the members approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board of directors seeks to have the members approve the plan at a membership meeting, the corporation shall give notice to the corporations members of the proposed meeting in accordance with ORS 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of each disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect. (5) If the board seeks to have the members approve the plan by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of each disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect. (6) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of members to vote as a class on the proposed amendment under ORS 65.441. The plan must be approved by a class of members of a mutual benefit corporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation. (7) After a plan of merger is approved, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if the plan does not set forth a procedure, in the manner determined by the board of directors.