§ 23-17-224 - Consolidation.
23-17-224. Consolidation.
(a) (1) Any two (2) or more cooperatives may enter into an agreement subject to the approval by the required authorities, if any, for the consolidation of the cooperatives.
(2) The agreement shall set forth the terms and conditions of the consolidation, the name and the proposed consolidated cooperative, the number of its directors, which shall be not fewer than five (5), the time of the annual meeting and election, and the names of at least five (5) persons to be directors until the first annual meeting.
(3) Unless otherwise provided in the bylaws of either of the proposed consolidating cooperatives, if the agreement is approved by the votes of a majority of the members of each cooperative present in person or by proxy at any regular meeting, or at any special meeting of its members called for that purpose, the directors named in the agreement shall sign and acknowledge as incorporators articles of consolidation conforming substantially to the original articles of incorporation of the cooperatives organized under this subchapter.
(b) The articles of consolidation shall be executed, acknowledged, filed, and recorded in the same manner as the articles of incorporation of a cooperative organized under this subchapter.
(c) As soon as the Secretary of State shall have accepted the articles of consolidation for filing and recording and issued a certificate of consolidation, the proposed consolidated cooperative described in the articles as its designated name shall be and become a body corporate with all of the powers of a cooperative as originally organized hereunder.
(d) All of the rights, privileges, immunities, and franchises, and all real and personal property, including, without limitation, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating cooperatives shall be deemed to be transferred to and vested in the new cooperative without further act or deed.
(e) The new cooperative shall be responsible and liable for all of the liabilities and obligations of each of the consolidating cooperatives. Any claim existing or actions or proceeding pending by or against any of the consolidating cooperatives may be prosecuted as if the consolidation had not taken place, but the new cooperative may be substituted in its place.
(f) Neither the rights of creditors nor any liens upon the property of any of the consolidating cooperatives shall be impaired by the consolidation.