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 .
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