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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.4-040 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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