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279.450 Merger.
(1)
(2)
(3)
(4)
Any one (1) or more cooperatives (each of which is hereinafter designated a
"merging cooperative") may merge into another cooperative (hereinafter
designated the "surviving cooperative"), by complying with the following
requirements of this section.
The proposition for the merger of the merging cooperatives into the surviving
cooperative and proposed articles of merger to give effect thereto shall be
submitted to a meeting of the members of each merging cooperative and of the
surviving cooperative, the notice of which shall have attached thereto a copy of
the proposed articles of merger.
If the proposed merger and the proposed articles of merger, with any
amendments, are approved by the affirmative vote of not less than two-thirds
(2/3) of those members of each cooperative voting thereon at each such
meeting, articles of merger in the form approved shall be executed and
acknowledged on behalf of each such cooperative by its president or vice
president and its seal shall be affixed thereto and attested by its secretary. The
articles of merger shall recite that they are executed pursuant to this section
and shall state:
(a) The name of each merging cooperative and the address of its principal
office;
(b) The name of the surviving cooperative and the address of its principal
office;
(c) A statement that each merging cooperative and the surviving cooperative
agree to the merger;
(d) The names and addresses of the trustees of the surviving cooperative;
and
(e) The terms and conditions of the merger and the mode of carrying the
same into effect, including the manner in which members, if any, of the
merging cooperative may or shall become members and shareholders,
respectively, of the surviving 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 surviving cooperative.
The president or vice president of each cooperative executing such articles of
merger 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. 15, effective March 25, 1950.
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