(1) After a plan of merger is approved by the board of directors of each merging corporation and, if required by ORS 65.487, by the members and any other persons, the surviving corporation shall deliver to the Office of the Secretary of State for filing articles of merger setting forth:
(a) The plan of merger.
(b) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors of each corporation.
(c) If approval by the members of one or more corporations was required:
(A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on the plan; and
(B) The total number of votes cast for and against the plan by each class entitled to vote separately on the plan.
(d) If approval of the plan by some person or persons other than the members or the board is required pursuant to ORS 65.487 (1)(c), a statement that the approval was obtained.
(2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 §121]
Section: Previous 65.457 65.461 65.464 65.467 65.481 65.484 65.487 65.491 65.494 65.497 65.501 65.504 65.531 65.534 65.551 NextLast modified: August 7, 2008