B. For a plan to be approved all of the following must occur:

1. 1. The board of directors recommends the plan to the members, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the members with the plan.
2. 2. The members entitled to vote on the plan approve the plan.
3. 3. Each person whose approval is required by the articles of incorporation for a transaction of the kind contemplated by the plan approves the plan in writing.

G. Unless the articles of incorporation otherwise require, action by the members of a domestic corporation that is the surviving corporation on a plan of merger is not required if all of the following conditions exist:

1. 1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10-11002, from its articles of incorporation before the merger.
2. 2. Each member of the surviving corporation who was a member immediately before the effective date of merger will hold the same number of memberships with identical designations, preferences, limitations and relative rights immediately after the effective date of merger.
3. 3. The number of voting members existing immediately after the merger, plus the number of voting memberships issuable as a result of the merger, will not exceed more than twenty per cent the total number of voting memberships of the surviving corporation existing immediately before the merger.
4. 4. The number of memberships, if any, that entitle the holders of the memberships to participate without limitation in distributions existing immediately after the merger, plus the number of participating memberships issuable as a result of the merger, will not exceed the total number of participating memberships existing immediately before the merger by more than ninety per cent.