§ 903. Approval of plan.

(a) The board of each constituent corporation, upon approving such
plan of merger or consolidation shall submit such plan to a vote of the
members in accordance with the following:

(1) Notice of meeting shall be given to each member whether or not
entitled to vote. A copy of the plan of merger or consolidation or an
outline of the material features of the plan shall accompany such
notice.

(2) The plan of merger or consolidation shall be approved at a meeting
of the members by two-thirds vote as provided in paragraph (c) of
section 613 (Vote of members).

(3) If any merging or consolidating corporation has no members
entitled to vote thereon, a plan of merger or consolidation shall be
deemed approved by the members of the corporation when it is adopted by
the board of such corporation pursuant to section 902 (Plan of merger or
consolidation).

(b) Notwithstanding authorization as provided herein, at any time
prior to the filing of the certificate of merger or consolidation, the
plan of merger or consolidation may be abandoned pursuant to a provision
for such abandonment, if any, contained in the plan of merger or
consolidation.