SUBCHAPTER F. FUNDAMENTAL BUSINESS TRANSACTIONS

Sec. 22.251.  APPROVAL OF MERGER.  (a)  A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section.
(b)  If the corporation that is a party to the merger has no members or has no members with voting rights, the plan of merger must be approved by the vote of directors required by Section 22.164.
(c)  If the management of the affairs of the corporation that is a party to the merger is vested in its members under Section 22.202, the plan of merger:
(1)  must be submitted to a vote at an annual, regular, or special meeting of the members;  and
(2)  must be approved by the members by the vote required by Section 22.164.
(d)  If the corporation that is a party to the merger has members with voting rights:
(1)  the board of directors must adopt a resolution that:
(A)  approves the plan of merger;  and
(B)  directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights;  and
(2)  the members must approve the plan of merger by the vote required by Section 22.164.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.