{"data":{"id":"us-ky/krs-273.283","jurisdiction":"us-ky","citation":"KRS 273.283","heading":"Approval of merger or consolidation.","body":"(1) A plan of merger or consolidation shall be adopted in the following manner:\n(a) If the members of any merging or consolidating corporation are entitled to\nvote thereon, the board of directors of such corporation shall adopt a\nresolution approving the prop osed plan and directing that it be submitted to a\nvote at a meeting of members entitled to vote thereon, which may be either an\nannual or a special meeting. Written notice setting forth the proposed plan or a\nsummary thereof shall be given to each member e ntitled to vote at such\nmeeting within the time and in the manner provided in KRS 273.161 to\n273.390 for the giving of notice of meetings of members. The proposed plan\nshall be adopted upon receiving at least two -thirds (2/3) of the votes which\nmembers present at each such meeting or represented by proxy are entitled to\ncast.\n(b) If any merging or consolidating corporation has no members, or no members\nentitled to vote thereon, a plan of merger or consolidation shall be adopted at a\nmeeting of the board of  directors of such corporation upon receiving the vote\nof a majority of the directors in office.\n(2) After such approval, and at any time prior to the filing of the articles of merger or\nconsolidation, the merger or consolidation may be abandoned pursuant  to\nprovisions therefor, if any, set forth in the plan of merger or consolidation.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13675","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"a62d633aa40e1cbc8832af9f3bcccfd34ea6ab3b60121bd273e24cdb23ce4d7a","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.281","next":"us-ky/krs-273.287"},"notice":"GroundRules: Original legal text. Not legal advice."}