AS 10.06.546

At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights under the articles of the corporation. The plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each corporation. If a class of shares of a corporation is entitled to vote on the plan as a class, the plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of the total shares entitled to vote on the plan. A class of shares of a corporation is entitled to vote as a class if a plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.