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272A.16-060 Approval of merger -- Abandonment.
(1)
(2)
(3)
(4)
(5)
(6)
Subject to subsections (2) and (3) of this section, a plan of merger shall be approved
by:
(a) At least two-thirds (2/3) of the voting power of members present at a members
meeting called under KRS 272A.16-050; and
(b) If the limited cooperative association has investor members, at least a majority
of the votes cast by patron members, unless the organic rules require a greater
percentage vote by patron members.
The organic rules may provide that the percentage of votes under subsection (1)(a)
of this section is:
(a) A different percentage that is not less than a majority of members voting at the
meeting;
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
The vote required to approve a plan of merger shall not be less than the vote
required for the members of the limited cooperative association to amend the
articles of association.
Consent in a record to a plan of merger by a member shall be delivered to the
limited cooperative association before delivery of articles of merger for filing
pursuant to KRS 272A.16-070 if, as a result of the merger, the member will have:
(a) Personal liability for an obligation of the association; or
(b) An obligation or liability for an additional contribution.
Subject to subsection (4) of this section and any contractual rights, after a merger is
approved, and at any time before the effective date of the merger, a limited
cooperative association that is a party to the merger may approve an amendment to
the plan of merger or approve abandonment of the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same affirmative vote of the board
of directors and of the members as was required to approve the plan.
The voting requirements for districts, classes, or voting groups under KRS 272A.4040 apply to approval of a merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 115, effective July 12, 2012.
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