Plan of exchange; approval by directors.

The board of directors of each corporation which is a party to a plan of exchange shall by resolution upon a vote of two-thirds of all of its directors approve a plan of exchange setting forth: (1) The names of the companies proposing to adopt a plan of exchange, and the names of the states or countries under which each of the companies is incorporated or organized; (2) The terms and conditions of the proposed plan of exchange, and the mode of carrying the same into effect; (3) The manner and basis of exchanging the shares of stock of the acquired company or other consideration involved in the plan of exchange; and (4) Such other provisions with respect to the plan of exchange as are deemed necessary or advisable.