(1) One or more domestic limited cooperative associations may merge into another domestic entity if the board of directors of each association that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section 7-90-203.3 and the members entitled to vote thereon, if any, of each such association, if required by sections 7-58-1605 and 7-58-1606, approve the plan of merger.
(2) One or more domestic limited cooperative associations may merge with one or more foreign entities if:
(a) The merger is permitted by section 7-90-203 (2);
(b) The foreign entity complies with section 7-90-203.7 if it is the surviving entity of the merger; and
(c) Each domestic limited cooperative association complies with the applicable provisions of sections 7-58-1605 and 7-58-1606 and, if it is the surviving association of the merger, with section 7-58-1608 (2).
Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 815, � 1, effective April 2, 2012.
7-58-1605. Notice and action on plan of merger by constituent limited cooperative association. (1) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association's articles or bylaws.
(2) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(a) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(b) A recommendation that the members approve the plan of merger or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;
(c) A statement of any condition of the board's submission of the plan of merger to the members; and
(d) Notice of the meeting at which the plan of merger will be considered, which notice must be given in the same manner as notice of a special meeting of members.
Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 815, � 1, effective April 2, 2012.