Amergerorconsolidationshallbecomeeffectiveuponthedatethatthecertificateofmerger
or the certificate of consolidation is issued by the secretary of state, or the effective date
specified in the articles of merger or articles of consolidation, whichever is later. When a
merger or consolidation has become effective:
1.The several cooperatives which are parties to the plan of merger or consolidation shall
be a single cooperative, which, in the case of a merger, shall be that cooperative designated
in the plan of merger as the surviving cooperative, and, in the case of consolidation, shall be
that cooperative designated in the plan of consolidation as the new cooperative.
2.The separate existence of all cooperatives which are parties to the plan of merger or
consolidation, except the surviving
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Amergerorconsolidationshallbecomeeffectiveuponthedatethatthecertificateofmerger
or the certificate of consolidation is issued by the secretary of state, or the effective date
specified in the articles of merger or articles of consolidation, whichever is later. When a
merger or consolidation has become effective:
1. The several cooperatives which are parties to the plan of merger or consolidation shall
be a single cooperative, which, in the case of a merger, shall be that cooperative designated
in the plan of merger as the surviving cooperative, and, in the case of consolidation, shall be
that cooperative designated in the plan of consolidation as the new cooperative.
2. The separate existence of all cooperatives which are parties to the plan of merger or
consolidation, except the surviving or new cooperative, shall cease.
3. The surviving or new cooperative shall have all the rights, privileges, immunities, and
powers and shall be subject to all the duties and liabilities of a cooperative organized under
this chapter.
4. The surviving or new cooperative shall possess all the rights, privileges, immunities,
andfranchises,publicaswellasprivate,ofeachofthemergingorconsolidatingcooperatives.
5. All property, real, personal, and mixed, and all debts due on whatever account,
including all choses in action, and all and every other interest, of or belonging to or due to
each of the cooperatives merged or consolidated, shall be transferred to and vested in the
surviving or new cooperative without further act or deed. The title to any real estate, or any
interest in real estate vested in any of the cooperatives merged or consolidated, shall not
revert or be in any way impaired by reason of the merger or consolidation.
6. A surviving or new cooperative shall be responsible and liable for all obligations and
liabilities of each of the cooperatives merged or consolidated.
7. Anyclaimexistingoractionorproceedingpendingbyoragainstanyofthecooperatives
merged or consolidated may be prosecuted as if the merger or consolidation had not taken
place, or the surviving or new cooperative may be substituted for the merged or consolidated
cooperative. Neithertherightsofcreditorsnoranyliensuponthepropertyofanycooperative
shall be impaired by a merger or consolidation.
8. In the case of a merger, the articles of association of the surviving cooperative shall be
deemed to be amended to the extent that changes in its articles of association are stated in
the plan of merger. In the case of a consolidation, the statements set forth in the articles of
consolidation which are required or permitted to be set forth in the articles of association of a
cooperative shall be deemed to be the original articles of association of the new cooperative.
9. The aggregate amount of the net assets of the merging or consolidating cooperative
which was available for the payment of distributions immediately prior to the merger or
consolidation, totheextentthattheamountisnottransferredtostatedcapitalbytheissuance
of interests or otherwise, shall continue to be available for the payment of distributions by
the surviving or new cooperative.