§ 23-17-242 — Cooperative acquiring another cooperative

Any cooperative organized prior to January 1, 1979, under the provisions of this subchapter may enter into an agreement with any other cooperative so organized for one of the cooperatives to acquire the other cooperative, subject to the following provisions: (1) Any agreement between cooperatives for one to acquire another shall be in writing and shall set forth the terms and conditions of the acquisition; (2) Unless otherwise provided in the bylaws of either of the cooperatives who are party to such an agreement, the agreement shall be approved on behalf of the cooperative being acquired upon majority vote of the members of the cooperative being acquired present in person or by proxy at any regular meeting of the members, or at any special meeting of the members called for the purpose of voting on the agreement. The agreement shall only be approved on behalf of the acquiring cooperative upon majority vote of the directors of the acquiring cooperative; (3) The acquiring cooperative may elect to form a wholly owned subsidiary corporation, or utilize an existing wholly owned subsidiary corporation, which subsidiary need not itself be a cooperative, to own and operate the cooperative being acquired. The validity of the acquisition shall not be affected by the fact that legal title to the cooperative being acquired is taken in the name of a wholly owned subsidiary by the acquiring cooperative; and (4) Neither the rights of creditors nor the liens upon the property of either the acquiring cooperative or the cooperative being acquired shall be impaired by the acquisition.

Legislative History

Acts 1999, No. 946, § 19.