2009 Kentucky Revised Statutes CHAPTER 272 COOPERATIVE CORPORATIONS AND ASSOCIATIONS 272.311 Merger or consolidation -- Procedures -- Articles to be filed and recorded -- Contents -- Effect.
272.311 Merger or consolidation -- Procedures -- Articles to be filed and recorded -
- Contents -- Effect.
(1) A plan of merger or consolidation shall be adopted in the following manner:
(a) The board of each merging or consolidating association shall adopt a
resolution approving the proposed plan, and directing that it be submitted to a <br>vote at a meeting of the association members, which may be at either an <br>annual or a special meeting. Written or printed notice of the meeting shall be <br>given to each member of the association entitled to vote at such meeting. The <br>notice shall state that the proposed plan of merger or consolidation will be <br>considered and acted upon at the meeting, and a copy or a summary of the <br>plan of merger or plan of consolidation shall be included in or enclosed with <br>such notice. Each notice shall be mailed by first-class mail at such time that <br>not less than ten (10) full days shall elapse between the date of mailing the <br>notice and the date of the meeting, and shall be mailed to each member of the <br>association at his last known address as it appears on the records of the <br>association. The proposed plan shall be adopted by the affirmative vote of not <br>less than two-thirds (2/3) of the votes entitled to be cast by members present <br>in person, or by proxy (if permitted by the bylaws), and voting at such <br>meeting;
(b) By the affirmative vote of not less than two-thirds (2/3) of its members, the
board of directors of a parent association may approve on behalf of a wholly-<br>owned subsidiary association a plan of merger or consolidation; and
(c) After the approval by the members, and at any time prior to the filing of
articles of merger or articles of consolidation, the merger or consolidation may <br>be abandoned pursuant to provisions set forth in the plan of merger or <br>consolidation.
(2) Upon the approval of the members, articles of merger or articles of consolidation
shall be executed, filed and recorded as provided in KRS 271B.11-050. A copy of <br>the articles of merger or articles of consolidation endorsed by the Secretary of State, <br>with the fact and time of recording in his office, shall be filed with the dean of the <br>College of Agriculture of the University of Kentucky and with the Commissioner, <br>Department of Agriculture.
(3) The articles of merger or the articles of consolidation shall set forth:
(a) The plan of merger or the plan of consolidation; and <br>(b) A statement setting forth the date of the meeting of the members of each
association at which the plan was adopted; that the meeting was duly called <br>and that a quorum was present; and that such plan received an affirmative vote <br>of not less than two-thirds (2/3) of the votes entitled to be cast by members.
(4) The time when the merger or consolidation is effected is determined by the
provisions of KRS 271B.11-060.
(5) When the merger or consolidation has been effected:
(a) The several associations, parties to the plan of merger or plan of
consolidation, shall be a single association which, in the case of a merger,
shall be the association designated as the surviving association, and, in the <br>case of a consolidation, shall be the new association;
(b) The separate existence of all associations which are parties to the plan of
merger or plan of consolidation, except the surviving association or new <br>association, shall cease;
(c) The surviving association or new association shall have all the rights,
privileges, franchises, immunities, and powers and shall be subject to all the <br>duties and liabilities of an association organized under KRS 272.101 to <br>272.341;
(d) The surviving association or new association shall, to the extent consistent
with its articles of incorporation as established or changed by the merger or <br>consolidation, possess all the rights, privileges, immunities, and franchises, of <br>both public and private nature, of each of the merging or consolidating <br>associations; and all property, real, personal and mixed; and all debts due on <br>any account; and all choses in action; and every other interest, of or belonging <br>to or due to each of the associations so merged or consolidated, shall be taken <br>and deemed to be transferred to and vested in such surviving association or <br>new association without further act or deed; and the title to any real estate, <br>wheresoever situated, or any interest therein, shall vest in the surviving <br>association or new association and shall not revert or be in any way impaired <br>by reason of the merger or consolidation;
(e) The surviving association or new association shall be responsible for all the
liabilities, contracts or other obligations and penalties of each of the <br>associations so merged or consolidated; and any claim existing or action or <br>proceeding, civil or criminal, pending by or against any of the associations <br>may be prosecuted as if the merger or consolidation had not taken place, or the <br>surviving association or new association may be substituted in its place; and <br>any judgments rendered against any of the merged or consolidated <br>associations may be enforced against the surviving association or new <br>association. Neither the rights of creditors nor any liens upon the property of <br>any merged or consolidated association shall be impaired by the merger or <br>consolidation; and
(f) The articles of incorporation of a surviving association shall be deemed to be
amended to the extent, if any, that changes in its articles of incorporation are <br>stated in the plan of merger. The articles of consolidation of a new association <br>shall be deemed to be its articles of incorporation.
Effective: January 1, 1989 <br>History: Amended 1988 Ky. Acts ch. 23, sec. 177, effective January 1, 1989. --
Amended 1972 Ky. Acts ch. 274, secs. 149 and 150. -- Amended 1968 Ky. Acts <br>ch. 148, sec. 6. -- Created 1966 Ky. Acts ch. 208, secs. 23, 24 and 25.
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