394.210. Cooperatives may consolidate, how.
Cooperatives may consolidate, how.
394.210. Any two or more cooperatives, each of which isherein designated a "consolidating cooperative", may consolidateinto a new cooperative, herein designated "the new cooperative",by complying with the following requirements:
(1) The proposition for the consolidation of theconsolidating cooperatives into the new cooperative and proposedarticles of consolidation to give effect thereto shall be firstapproved by the board of directors of each consolidatingcooperative. The proposed articles of consolidation shall recitein the caption that they are executed pursuant to this chapterand shall state:
(a) The name of each consolidating cooperative, the addressof its principal office, and the date of the filing of itsarticles of incorporation in the office of the secretary ofstate;
(b) The name of the new cooperative and the address of itsprincipal office;
(c) The names and addresses of the persons who shallconstitute the first board of directors of the new cooperative;
(d) The terms and conditions of the consolidation and themode of carrying the same into effect, including the manner andbasis of converting memberships in each consolidating cooperativeinto memberships in the new cooperative and the issuance ofcertificates of membership in respect of such convertedmembership; and
(e) Any provisions not inconsistent with this chapterdeemed necessary or advisable for the conduct of the business andaffairs of the new cooperative;
(2) The proposition for the consolidation of theconsolidating cooperatives into the new cooperative and theproposed articles of consolidation approved by the board ofdirectors of each consolidating cooperative shall then besubmitted to a vote of the members thereof at any annual orspecial meeting thereof, the notice of which shall set forth fullparticulars concerning the proposed consolidation. The proposedconsolidation and the proposed articles of consolidation shall bedeemed to be approved upon the affirmative vote of a majority ofthe members of each cooperative present at the meeting and votingon the issue; and
(3) (a) Upon such approval by the members of therespective consolidating cooperatives, articles of consolidationin the form approved shall be executed and acknowledged induplicate on behalf of each consolidating cooperative by itspresident or vice president and its seal shall be affixed theretoand attested by its secretary;
(b) The president or vice president of each consolidatingcooperative executing such articles of consolidation shall alsomake and annex thereto an affidavit stating that the provisionsof this section were duly complied with by such cooperative;
(c) Such articles of consolidation and affidavits shall besubmitted to the secretary of state for filing as provided inthis chapter.
(RSMo 1939 § 5399, A.L. 1991 S.B. 221)Effective 7-11-91