The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan

The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (e) If the board seeks to have the plan approved by the members by consent or ballot in writing or electronic transmission, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (f ) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under Code Section 14-3-1004 or 14-3-1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. (Code 1981, § 14-3-1103, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 49.) COMMENT This section is based on the Model Act. It establishes the requirements for approving a merger. Corporations without members. If a corporation does not have members, the merger may be approved by a majority vote of the directors in office at the time, unless this Code or the corporation’s articles or bylaws provide for a higher percentage approval. While it is normally not necessary to give directors notice of matters that will be considered at directors’ meeting, subsection (b) requires that corporations without members notify the directors that one of the matters to be considered at the meeting is a proposed merger. Corporations with members. If a corporation has members, the board must adopt the plan of merger and submit it to the members for their approval. Unless this Code or the corporation’s articles or bylaws require a greater vote, the plan of merger must be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less. Voting by class is required if the plan contains a provision that would require a class vote if it were contained in an amendment to the articles or bylaws. In such situations, each class entitled to vote must approve the plan by two-thirds of the votes cast or a majority of the voting power of the class, whichever is less. The notice of the meeting or material soliciting the approval must set forth the material facts concerning the merger. To provide flexibility, subsection (c) allows the board or the members to condition approval of the merger upon its receiving a higher percent of votes than would normally be required, or to condition approval on any other basis.