Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.72. Plan approval by limited liability company

Subdivision 1. Board of governors approval and notice to members. A resolution containing the plan of merger or exchange must be approved by the affirmative vote of a majority of the board members present at a meeting of the board of governors of each constituent organization that is a limited liability company and must then be submitted at a regular or a special meeting to the members of the limited liability company. If members owning any class or series of membership interest in the limited liability company are entitled to vote on the plan of merger or exchange pursuant to this section, written notice must be given to every member of the limited liability company, whether or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting, in the manner provided in section 322B.34. The written notice must state that a purpose of the meeting is to consider the proposed plan of merger or exchange. A copy or short description of the plan of merger or exchange must be included in or enclosed with the notice.

Subd. 3. Approval by other constituent organizations. If a constituent organization in the merger or exchange is an organization other than a limited liability company, the plan of merger or exchange must also be approved in the manner provided for in the statute that governs that constituent organization.