2009 Kentucky Revised Statutes CHAPTER 272 COOPERATIVE CORPORATIONS AND ASSOCIATIONS 272.315 Merger or consolidation with foreign associations, rights of members -- Enforcement.
272.315 Merger or consolidation with foreign associations, rights of members --
Enforcement.
(1) One (1) or more associations organized under KRS 272.101 to 272.341 and one (1)
or more foreign associations, or corporations, may be merged or consolidated into <br>an association of this state or an association, or corporation, of another state, the <br>United States, or the District of Columbia, if such merger or consolidation is <br>permitted by the laws under which each such foreign association, or corporation, is <br>organized.
(2) Each domestic association shall comply with KRS 272.101 to 272.341 with respect
to the merger or consolidation, as the case may be, of domestic associations, and <br>each foreign association, or corporation, shall comply with the applicable provisions <br>of the laws under which it is organized.
(3) If a surviving association or new association is an association, or corporation, of
another state, the United States, or the District of Columbia, it shall comply with the <br>provisions of KRS 272.335 with respect to foreign associations if it is to transact <br>business in this state; and if after the merger or consolidation it transacts no <br>business in this state, the courts of this state have jurisdiction in actions to enforce <br>any obligation of any constituent association of this state and service of process may <br>be made upon the secretary of state for such purpose.
(4) If a surviving association or new association is an association of this state, the effect
of the merger or consolidation shall be the same as in KRS 272.311. If a surviving <br>association or new association is to be an association, or corporation, of another <br>state, the United States, or the District of Columbia, the effect of such merger or <br>consolidation shall be the same as in KRS 272.311, except insofar as the laws under <br>which it is organized provide otherwise.
(5) If a surviving association or new association is not an association of this state, then:
(a) The rights of any member of any constituent association, that is an association
of this state, to receive notice of objectors' rights, to file his objection, upon <br>such objection to demand and receive payment of the fair market value of his <br>stock or other property rights or interests in the constituent association, or to <br>avail himself of any equitable relief to which he would be entitled if the <br>surviving association or new association were an association of this state, <br>shall not be impaired; and
(b) The courts of this state have jurisdiction in actions to enforce the rights
against the surviving association referred to in paragraph (a) of this <br>subsection, or new association regardless of whether or not such association is <br>otherwise subject to the jurisdiction of the courts of this state and in any such <br>action service of process may be made upon the Secretary of State as if the <br>surviving association or new association were transacting business in this <br>state.
History: Created 1966 Ky. Acts ch. 208, sec. 26.
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