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279.440 Consolidation.
(1)
(2)
(3)
(4)
Any two (2) or more cooperatives (each of which is hereinafter designated a
"consolidating cooperative"), may consolidate into a new cooperative (hereinafter
designated the "new cooperative"), by complying with the following requirements
of this section.
The proposition for the consolidation of the consolidating cooperative into the new
cooperative and proposed articles of consolidation to give effect thereto shall be
submitted to a meeting of the members of each consolidating cooperative, the notice
of which shall have attached thereto a copy of the proposed articles of
consolidation.
If the proposed consolidation and the proposed articles of consolidation with any
amendments are approved by the affirmative vote of not less than two-thirds (2/3)
of those members of each consolidating cooperative voting thereon at each such
meeting, articles of consolidation in the form approved shall be executed and
acknowledged on behalf of each consolidating cooperative by its president or vice
president and its seal shall be affixed thereto and attested by its secretary. The
articles of consolidation shall recite that they are executed pursuant to this section
and shall state:
(a) The name of each consolidating cooperative and the address of its principal
office;
(b) The name of the new cooperative and the address of its principal office;
(c) A statement that each consolidating cooperative agrees to the consolidation;
(d) The names and addresses of the trustees of the new cooperative; and
(e) The terms and conditions of the consolidation and the mode of carrying the
same into effect, including the manner in which members and shareholders, if
any, of the consolidating cooperative may or shall become members and
shareholders, respectively, of the new cooperative; and may contain any
provisions not inconsistent with KRS 279.310 to 279.600 deemed necessary
or advisable for the conduct of the business of the new cooperative.
The president or vice president of each consolidating cooperative executing such
articles of consolidation shall make and annex thereto an affidavit stating that the
provisions of this section in respect of such articles were duly complied with by
such cooperative.
Effective: March 25, 1950
History: Created 1950 Ky. Acts ch. 147, sec. 14, effective March 25, 1950.
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