§ 7-58-1606 — Approval or abandonment of merger by members

(1) Subject
to subsections (2) and (3) of this section, a plan of merger must be approved by:

(a) At least a majority of the voting power of members present at a members
meeting called under section 7-58-1605 (2); and

(b) If the limited cooperative association has investor members, at least a
majority of the votes cast by patron members, unless the articles or bylaws require
a greater percentage vote by patron members.

(2) The articles or bylaws may provide that the percentage of votes required
under paragraph (a) of subsection (1) of this section is:

(a) A different percentage that is not less than a majority of members voting
at the meeting;

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection (2).

(3) The vote required to approve a plan of merger must not be less than the
vote required for the members of the limited cooperative association to amend the
articles of organization.

(4) Consent in a record to a plan of merger by a member must be delivered to
the limited cooperative association before delivery of a statement of merger for
filing pursuant to section 7-58-1608 (2) if, as a result of the merger, the member
will have:

(a) Personal liability for an obligation of the association; or

(b) An obligation or liability for an additional contribution.

(5) Subject to subsection (4) of this section and any contractual rights, after
a merger is approved, and at any time before the effective date of the merger, a
limited cooperative association that is a party to the merger may approve an
amendment to the plan of merger or approve abandonment of the planned merger:

(a) As provided in the plan; and

(b) Except as limited by the plan, with the same affirmative vote of the board
of directors and of the members as was required to approve the plan.

(6) The voting requirements for districts, classes, or voting groups under
section 7-58-404 apply to approval of a merger under this part 16.

Legislative History

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 816, � 1, effective April 2, 2012.