17-19-1112. Action on plan by board, members and third persons.

(a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of consolidation to be adopted shall be approved:

(i) By the board;

(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.

(b) If a corporation party to a consolidation does not have members, the consolidation shall be approved by a majority of the directors in office at the time the consolidation is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed consolidation.

(c) Each board may condition its submission of the proposed consolidation, and the members may condition their approval of the consolidation, on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If each board seeks to have the plan approved by the members at a membership meeting, each corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of consolidation and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the corporations involved shall 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 the disappearing corporation or corporations shall include a copy or summary of the articles and bylaws that will be in effect immediately after the consolidation takes effect.

(e) If each board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the new corporation shall 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 the disappearing corporation or corporations shall include a copy or summary of the articles and bylaws that will be in effect immediately after the consolidation takes effect.

(f) Voting by a class of members is required on a plan of consolidation if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under W.S. 17-19-1004 or 17-19-1022. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(g) After a consolidation is adopted, and at any time before articles of consolidation are filed, the planned consolidation 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 consolidation or, if none is set forth, in the manner determined by the board of directors.