§ 1705. Termination of benefit corporation status.

(a) A benefit corporation may terminate its status as such and cease
to be subject to this article by amending its certificate of
incorporation to delete the statement that the corporation is a benefit
corporation. The amendment shall not be effective unless it is adopted
by at least the minimum status vote.

(b) If a benefit corporation is a party to a merger or consolidation
in which the surviving or new corporation will not be a benefit
corporation, the plan of merger or consolidation shall not be effective
unless it is adopted by at least the minimum status vote in addition to
any other vote required by this chapter, the certificate of
incorporation or the bylaws.

(c) Any benefit corporation that is party to a merger or consolidation
in which shares of stock of such benefit corporation will be converted
into a right to receive shares of stock of a corporation that is not a
benefit corporation must approve the plan of merger or consolidation by
at least the minimum status vote in addition to any other vote required
by this chapter, the certificate of incorporation or the bylaws.

(d) A sale, lease, conveyance, exchange, transfer, or other
disposition of all or substantially all of the assets of a benefit
corporation, unless the transaction is in the usual and regular course
of business of the benefit corporation, shall not be effective unless
the transaction is approved by at least the minimum status vote in
addition to any other vote required by this chapter, the certificate of
incorporation or the bylaws.