(f) Unless this Code or the Articles of Incorporation require a greater vote, the plan of merger or
plan of share exchange to be authorized must be approved by 2/3 of all the votes entitled to be
cast on the plan.
(g) The Articles of Incorporation may provide for a lesser vote than that provided in this subsection,
so long as the vote provided for is not less than a majority of all the votes entitled to be cast on
the plan of merger or share exchange.
(h) Action by the shareholders of the surviving corporation on a plan of merger is not required if:
(1) The Articles of Incorporation of the surviving corporation will not differ from its Articles
of Incorporation before the merger; and
(2) Each shareholder of the surviving corporation whose shares were outstanding
immediately before the effective date of the merger will hold the same number of
shares, with identical designations, preferences, limitations, and relative rights
immediately after the merger;
(i) After a merger or share exchange is authorized, and at any time before Articles of Merger or
share exchange are filed, the planned merger or share exchange may be abandoned, subject to
any contractual rights, without further shareholder action, in accordance with the procedure set
forth in the plan of merger or share exchange or, if none is set forth, in the manner determined
by the Board of Directors.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-5.04 Merger of Subsidiary.
(a) A parent corporation owning at least 90 percent (90%) of the outstanding shares of each class
of a subsidiary corporation may merge the subsidiary into itself without approval of the
shareholders of the parent or subsidiary.
(b) The Board of Directors of the parent shall adopt a plan of merger that sets forth:
(1) The names of the parent and subsidiary; and
(2) The manner and basis of converting the shares of the subsidiary into shares, obligations,
or other securities of the parent or any other corporation or into cash or other property
in whole or part.
(c) Within 10 days after the corporate action is taken, the parent shall mail a copy of the plan of
merger to each shareholder of the subsidiary.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-5.05 Articles of Merger or Share Exchange. After a plan of merger or share exchange is approved by the
shareholders, or adopted by the Board of Directors if shareholder approval is not required, the surviving or
acquiring corporation shall deliver to the Tribal Commerce Department for filing Articles of Merger or Share
Exchange setting forth:
(a) The plan of merger or share exchange;
(b) If shareholder approval was not required, a statement to that effect; or
(c) If approval of the shareholders of 1 or more corporations party to the merger or share exchange
was required, a statement that the merger or share exchange was duly approved by the
shareholders.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-5.06 Effect of Merger or Share Exchange.
(a) When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and
the separate existence of every corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation party to the
merger is vested in the surviving corporation without reversion or impairment;
(3) The surviving corporation has all liabilities of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the merger may be continued as
if the merger did not occur or the surviving corporation may be substituted in the
proceeding for the corporation whose existence ceased;
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Revised Spokane Law & Order Code, 5/14/2013