§ 17-10-236 — Merger and consolidation

Wyoming § 17-10-236

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 10: COOPERATIVE MARKETING ASSOCIATIONS
• Art. 2: PROCESSING COOPERATIVE

Text

(a) Unless otherwise prohibited, cooperatives organized
under the laws of this state may merge or consolidate with each
other or other business entities organized under the laws of
this state or another state by complying with the provisions of
this section or the law of the state where the surviving or new
business entity will exist.
(b) To initiate a merger or consolidation of a
cooperative, a written plan of merger or consolidation shall be
prepared by the board or by a committee selected by the board to
prepare a plan. The plan shall state:
(i) The names of the constituent cooperatives and
other business entities;
(ii) The name of the surviving or new cooperative or
other business entity;
(iii) The manner and basis of converting membership
or ownership interests of the constituent cooperatives or
business entities into membership or ownership interests in the
surviving or new cooperative or business entity;
(iv) The terms of the merger or consolidation;
(v) The proposed effect of the consolidation or
merger on the members and patron members of the cooperative; and
(vi) For a consolidation, the plan shall contain the
articles of the entity or organizational documents to be filed
with the state in which the entity is organized.
(c) The following shall apply to notice:
(i) The board shall mail a merger or consolidation or
otherwise transmit or deliver notice to each member. The notice
shall contain:
(A) The full text of the plan; and
(B) The time and place of the meeting at which
the plan will be considered.
(ii) A cooperative with more than two hundred (200)
members may provide the merger or consolidation notice in the
same manner as a regular members' meeting notice.
(d) The following shall apply to the adoption of a plan or
merger or consolidation:
(i) A plan of merger or consolidation is adopted if:
(A) A quorum of the members is registered as
being present or represented by mail vote at the meeting; and
(B) The plan is approved by two-thirds (2/3) of
the votes cast, or for a cooperative with articles or bylaws
requiring more than two-thirds (2/3) of the votes cast or other
conditions for approval, the plan is approved by a proportion of
the votes cast or a number of total members as required by the
articles or bylaws and the conditions for approval in the
articles or bylaws have been satisfied.
(ii) After the plan has been adopted, articles of
merger or consolidation stating the plan and that the plan was
adopted according to this article shall be signed by the chair,
vice-chair, records officer or documents officer of each
cooperative merging or consolidating;
(iii) The articles of merger or consolidation shall
be filed in the office of the secretary of state;
(iv) For a merger, the articles of the surviving
cooperative subject to this article are deemed amended to the
extent provided in the articles of merger;
(v) Unless a later date is provided in the plan, the
merger or consolidation is effective when the articles of merger
or consolidation are filed in the office of the secretary of
state;
(vi) The secretary of state shall issue a certificate
of organization of the merged or consolidated cooperative.
(e) The following shall apply to the effect of a merger:
(i) After the effective date, the cooperatives or
other business entities that are parties to the plan become a
single entity. For a merger, the surviving business entity is
the business entity designated in the plan. For a consolidation,
the new cooperative or other business entity is the business
entity provided for in the plan. Except for the surviving or new
business entity, the separate existence of all business entities
that are parties to the plan cease on the effective date of the
merger or consolidation;
(ii) The surviving or new business entity possesses
all of the rights and property of each of the merged or
consolidated business entities and is responsible for all their
obligations. The title to property of the merged or consolidated
business entity is vested in the surviving or new business
entity without reversion or impairment of the title caused by
the merger or consolidation;
(iii) The right of a creditor may not be impaired by
the merger or consolidation without the creditor's consent.
(f) The fee to be paid to the secretary of state for
filing articles of merger or consolidation shall conform with
the provisions of W.S. 17-16-122.