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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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