CORP §6011: The board of each corporation which desires to merge shall approve an agreement of merger.

The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state: (a) The terms and conditions of the merger; (b) The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any; if any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (b) of Section 5122; (c) The amendments to the bylaws of the surviving corporation to be effected by the merger, if any; (d) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation; (e) The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation; and (f) Such other details or provisions as are desired, if any.