§421-21.6 Mergers; procedures; approval by members. (a) Pursuant to a plan of merger, any agricultural cooperative association organized under this chapter may merge with one or more domestic professional corporations, or with one or more associations, or other business entities formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign association or entity that is a party to the merger is organized.
(b) The board or a committee selected by the board or the members shall adopt a plan of merger that sets forth:
(c) The board of each association shall mail a notice of the proposed merger to each member. The notice shall contain the full text of the merger plan and the time and place of the meeting at which the plan will be considered. An association with more than two hundred members may publish the notice as provided in section 421-12.
(d) At the meeting, a vote of the members shall be taken on the proposed plan; provided that a quorum of the members shall be registered as being present or represented by proxy vote at the meeting. The plan shall be approved upon receiving the affirmative vote of:
After the plan has been approved, the chair, vice-chair, president, vice president, secretary, or assistant secretary of each association merging shall sign the articles of merger which shall also be signed on behalf of each other entity that is a party to the merger.
(e) The articles of merger shall be delivered to the director of commerce and consumer affairs for filing. The articles of merger shall set forth:
(f) The merger shall become effective upon the effective date and time of filing the articles of merger, or upon a date and time subsequent to the filing as set forth in the articles, but not more than thirty days after being filed.
(g) A certified copy of the articles of merger shall be filed with the department of agriculture and biosecurity.
(h) When a merger takes effect:
(i) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(j) The rights of creditors shall not be impaired by the merger without the creditors' consent.
(k) The director of commerce and consumer affairs may charge a filing fee for filing the articles.
(l) For the purposes of a merger, an association shall be defined as an association organized under chapter 421 or 421C. [L 1993, c 105, §1; am L 2001, c 129, §64; am L 2004, c 121, §25; am L 2006, c 184, §15; am L 2025, c 236, §17]