N.Y. Not-for-Profit Corporation Law § 903: Approval of plan

§ 903. Approval of plan.

(a) The board of each constituent corporation, upon approving such

plan of merger or consolidation shall submit such plan to a vote of the

members in accordance with the following:

(1) Notice of meeting shall be given to each member whether or not

entitled to vote. A copy of the plan of merger or consolidation or an

outline of the material features of the plan shall accompany such

notice.

(2) The plan of merger or consolidation shall be approved at a meeting

of the members by two-thirds vote as provided in paragraph (c) of

section 613 (Vote of members).

(3) If any merging or consolidating corporation has no members

entitled to vote thereon, a plan of merger or consolidation shall be

deemed approved by the members of the corporation when it is adopted by

the board of such corporation pursuant to section 902 (Plan of merger or

consolidation).

(b) Notwithstanding authorization as provided herein, at any time

prior to the filing of the certificate of merger or consolidation, the

plan of merger or consolidation may be abandoned pursuant to a provision

for such abandonment, if any, contained in the plan of merger or

consolidation.