§ 7-56-604 — Merger of parent and subsidiary

(1) Notwithstanding the
provisions of sections 7-56-602 and 7-56-603, by complying with the provisions of
this section, any parent cooperative owning one hundred percent of the voting
shares, memberships, or interests and having a right to vote of a subsidiary may
either merge such subsidiary into itself or merge itself into such subsidiary.

(2) The boards of the parent cooperative and of the subsidiary shall adopt by
resolution, and the members of both the parent cooperative and the subsidiary shall
approve, a plan of merger that states the following:

(a) The entity names of the parent cooperative and subsidiary and the entity
name of the surviving party;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the shares of the parent cooperative
and subsidiary into shares, obligations, or other securities of the surviving party or
any other cooperative into money or other property in whole or part;

(d) Any amendments to the articles of the surviving party to be effected by
the merger; and

(e) Any other provisions relating to the merger as are deemed necessary or
desirable.

(3) The members of the parent cooperative shall not be required to vote on
the merger unless the articles, bylaws, or the board requires otherwise; except that
if, as a result of the merger, the voting shares, memberships, or other interests of
members of the parent cooperative would be materially altered, then the members
of the parent cooperative shall have the right to vote on the plan of merger. If the
members of the parent cooperative have the right to vote on the plan of merger, the
parent cooperative shall mail a copy or summary of the plan of merger to each
member of the parent cooperative who has the right to vote on the plan and all
parties to the merger. Notice and meeting requirements as provided for in this
article shall apply.

(4) If the members of the parent cooperative have the right to vote on the
plan of merger, unless the articles, bylaws, or the board requires a greater or lesser
vote, the plan of merger, consolidation, or share or equity capital exchange shall be
approved by a majority of the members of the parent cooperative present and
voting on the plan in person or in any other manner authorized by the cooperative
pursuant to section 7-56-305 (1). Upon approval of a plan of merger pursuant to this
section, a statement of merger shall be delivered to the secretary of state, for filing
pursuant to part 3 of article 90 of this title, and a copy of the statement of merger,
certified by the secretary of state, shall be filed for record in each of the counties, if
any, in which such filing is required by section 7-56-602 (3).

(5) (Deleted by amendment, L. 98, p. 612, � 6, effective July 1, 1998.)

Legislative History

Source: L. 96: Entire article R&RE, p. 514, � 1, effective July 1. L. 98: IP(2), (3), (4), and (5) amended, p. 612, � 6, effective July 1. L. 2002: (4) amended, p. 1818, � 26, effective July 1; (4) amended, p. 1682, � 24, effective October 1. L. 2003: IP(2) and (2)(a) amended, p. 2230, � 96, effective July 1, 2004. L. 2004: (2)(a) amended, p. 1415, � 54, effective July 1. L. 2006: (4) amended, p. 849, � 3, effective July 1.