(1) 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.
(2) 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
(3) 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.
(4) 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.
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