                                 CODE OF VIRGINIA

ACTION ON PLAN OF MERGER (§ 13.1-895)

A. In the case of a domestic corporation that is a party to a merger, where the
members of any merging corporation have voting rights the plan of merger shall
be adopted by the board of directors. Except as provided in subsection F, after
adopting a plan of merger, the board of directors shall submit the plan to the
members for their approval.
			The board of directors shall also transmit to the members a recommendation
that the members approve the plan, unless the board of directors makes a
determination that because of conflicts of interest or other special
circumstances it should not make such a recommendation, in which case the board
of directors shall transmit to the members the basis for that determination.

B. The board of directors may condition its submission of the plan of merger to
the members on any basis.

C. If the plan of merger is required to be approved by the members, and if the
approval is to be given at a meeting, the corporation shall notify each member,
whether or not entitled to vote, of the meeting of members at which the plan is
to be submitted for approval. The notice shall state that the purpose, or one of
the purposes, of the meeting is to consider the plan and contain or be
accompanied by a copy or summary of the plan. If the corporation is to be merged
into an existing domestic or foreign corporation or eligible entity and its
members are to receive membership or other interests in the surviving
corporation or eligible entity, the notice shall also include or be accompanied
by a copy or summary of the articles of incorporation or organic document of
that corporation or eligible entity. If the corporation is to be merged into a
domestic or foreign corporation or eligible entity that is to be created
pursuant to the merger and its members are to receive membership or other
interests in the surviving corporation or eligible entity, the notice shall
include or be accompanied by a copy or a summary of the articles of
incorporation or organic document of the new domestic or foreign corporation or
eligible entity.

D. Unless the articles of incorporation or the board of directors acting
pursuant to subsection B, requires a greater vote, the plan of merger to be
authorized shall be approved by each voting group entitled to vote on the plan
by more than two-thirds of all the votes cast by that voting group at a meeting
at which a quorum of the voting group exists. The articles of incorporation may
provide for a greater or lesser vote than that provided for in this subsection
or a vote by separate voting groups so long as the vote provided for is not less
than a majority of all the votes cast on the plan by each voting group entitled
to vote on the transaction at a meeting at which a quorum of the voting group
exists.

E. Separate voting by voting groups is required:

   1. On a plan of merger by each class of members:
   				a. Whose membership interests are to be converted under the plan of merger
   into membership interests in a different domestic or foreign corporation, or
   eligible interests or other securities, obligations, rights to acquire
   membership interests, eligible interests or other securities, cash, other
   property, or any combination of the foregoing; or
   				b. Who would be entitled to vote as a separate group on a provision in the
   plan that, if contained in a proposed amendment to the articles of
   incorporation, would require action by separate voting groups under &#xA7;
   13.1-887.

   2. On a plan of merger, if the voting group is entitled under the articles of
   incorporation to vote as a voting group to approve a plan of merger.

F. Unless the articles of incorporation otherwise provide, approval by the
corporation&#8217;s members of a plan of merger is not required if:

   1. The corporation will survive the merger;

   2. Except for amendments permitted by subsection B of &#xA7; 13.1-885, its
   articles of incorporation will not be changed; and

   3. Each person who is a member of the corporation immediately before the
   effective time of the merger will retain the same membership interest with
   identical designation, preferences, limitations, and rights immediately after
   the effective time of the merger.

G. Where any merging corporation has no members, or no members having voting
rights, a plan of merger shall be adopted at a meeting of the board of directors
of such corporation upon receiving the vote of a majority of the directors in
office.

H. If as a result of a merger one or more members of a domestic corporation
would become subject to owner liability for the debts, obligations, or
liabilities of any other person or entity, approval of the plan of merger shall
require the execution by each member of a separate written consent to become
subject to such owner liability.

HISTORY: Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007,
c. 925; 2015, c. 611.