Section 3021 - Merger; requirementsOne or more cooperatives, each of which is designated a "merging cooperative," may merge into another cooperative, designated the "surviving cooperative," by complying with the following requirements:
(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect to 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 to it a copy of the proposed articles of merger.(2) If the proposed merger and the proposed articles of merger, with amendments, are approved by the affirmative vote of not less than two-thirds of those members of each cooperative voting at each meeting, articles of merger in the form approved shall be executed and acknowledged on behalf of each cooperative by its president or vice president and its seal shall be affixed to it and attested by its secretary. The articles of merger shall recite that they are executed pursuant to this chapter 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 directors 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 of the merging cooperatives may become members of the surviving cooperative. The articles may contain provisions not inconsistent with law or this chapter deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice president of each cooperative executing articles of merger shall make and attach to an affidavit stating that the provisions of this section in respect to the articles were duly complied with by the cooperative.Amended by 2024 , No. 85, § 420, eff. 7/1/2024.Amended 1999, No. 143 (Adj. Sess.) , § 17.