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.