[Amended 7-20-2017 by Res. No. 07-20-17-08]
As used in this article, the following terms shall have the meanings indicated:
BUSINESS ORGANIZATION
A domestic or foreign corporation, limited partnership, general partnership, or any other type of domestic or foreign, business enterprise, incorporated or unincorporated.
CONSTITUENT ORGANIZATION
A party to a plan of merger, including the survivor.
ORGANIZATIONAL DOCUMENTS
Includes articles of organization, operating agreements, articles of incorporation, bylaws, partnership agreements, agreements of trust and declarations of trust, and any other basic records that create an entity's organization and determine its internal governance and relations among persons that own it, have an interest in it, or are owners of it.
SURVIVING COMPANY
The constituent organization that survives a merger, as identified in the articles of merger.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
A. 
Unless otherwise provided in its organizational documents, one or more domestic limited liability companies may merge with or into one or more business organizations as provided in the plan of merger.
B. 
Interests or shares in a business organization that is a party to a merger may be exchanged for or converted into cash, property, obligations, or interest in the surviving company.
A. 
Unless otherwise provided in the operating agreement, a domestic LLC that is a party to a proposed merger shall approve the plan of merger by an affirmative vote by all of the owners.
B. 
Unless otherwise provided in the operating agreement, the manager or managers of a domestic LLC may not approve a merger without also obtaining the approval of the LLC's owners under Subsection A, above.
C. 
All other constituent organizations shall approve the merger in the manner and by the vote required by the laws applicable to the constituent organizations and their respective organizational documents.
D. 
Each constituent organization shall have any rights to abandon the merger as provided for in the plan of merger or in the laws applicable to the constituent organization or its organizational documents.
E. 
Upon approval of a merger, the constituent organization shall notify its owners, shareholders, and all others that have an ownership interest in it of the approval and of the effective date of the merger.
Each constituent organization shall enter into a written plan of merger to be approved under § 4.2-56.
A. 
The surviving company shall deliver to the Office of the Tribal Council Secretary articles of merger, executed by each party to the plan of merger, that include all of the following:
[Amended 7-20-2017 by Res. No. 07-20-17-08]
(1) 
The name and state or jurisdiction of organization for each constituent organization.
(2) 
The plan of merger.
(3) 
The name of the surviving or resulting company.
(4) 
If the surviving company is an LLC, a statement as to whether the management of the surviving company will be reserved to its owners or vested in one or more managers.
(5) 
The delayed effective date of the merger under § 4.2-11D, if applicable.
(6) 
A statement as to whether the surviving company is tribally owned.
(7) 
If tribally owned, a statement as to whether the surviving company enjoys the Band's sovereign immunity.
(8) 
A statement that the plan of merger was approved in accordance with § 4.2-56.
B. 
A merger takes effect upon the effective date of the articles of merger.
A merger has the following effects:
A. 
The constituent organizations must become a single entity, which shall be the entity designated in the plan of merger as the surviving company.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
B. 
Each constituent organization, except the surviving company, ceases to exist.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
C. 
The surviving company possesses all of the rights, privileges, immunities, and powers of each merged constituent organization and is subject to all of the restrictions, disabilities, and duties of each merged constituent organization.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
D. 
All property and all debts, including contributions, and each interest belonging to or owed to each of the constituent organizations are vested in the surviving company without further act.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
E. 
Title to all real estate and any interest in real estate, vested in any constituent organization, does not revert and is not in any way impaired because of the merger.
F. 
The surviving company has all the liabilities and obligations of each of the constituent organizations and any claim existing or action or proceedings pending by or against any merged constituent organization may be prosecuted as if the merger had not taken place, or the surviving company may be substituted in the action.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
G. 
The rights of creditors and any liens on the property of any constituent organization survive the merger.
H. 
The interests in a constituent organization that are to be converted or exchanged into interest, cash, obligations, or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger of the rights otherwise provided by law.
I. 
The articles of organization of the surviving company is amended to the extent provided in the articles of merger.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
Unless otherwise provided in the operating agreement, upon receipt of the notice required by § 4.2-56E, an owner who did not vote in favor of the merger may, within twenty (20) days after the date of the notice, voluntarily dissociate from the LLC under § 4.2-28C and receive fair value for the owner's LLC interest under § 4.2-35.