Title XXIII, Private Corporations and Associations

(1) One (1) or more limited cooperative associations may merge with one (1) or more other limited cooperative associations, and one (1) or more business corporations or limited liability companies may merge with and into a limited cooperative association pursuant to this subchapt…

(1) For a limited cooperative association to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association's organic rules. (2) The board of directors shall call a members meeting …

(1) Subject to subsections (2) and (3) of this section, a plan of merger shall be approved by: (a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS 272A.16-050; and (b) If the limited cooperative association has investor membe…

(1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (2) The articles of merger shall include: (a) The name and form of each constituent entity and the jurisdiction of its…

When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (3) All property owned by each constituent entity that ceases to exist vests in the…

(1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation. (2) All provisions governing mergers or using the term merger in this chapter apply equally to mergers that the constituent entities choose to ca…

This subchapter shall not prohibit a limited cooperative association from being converted or merged pursuant to other law of the Commonwealth of Kentucky.

In applying and construing the Kentucky Uniform Limited Cooperative Association Act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits, or supersedes, the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. secs. 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. sec. 7001(c), or authorize electronic delivery of any …

This chapter shall not affect an action or proceeding commenced, or right accrued, before July 12, 2012.

(1) This chapter does not limit, prohibit, or invalidate the existence, acts, or obligations of any cooperative or association created or doing business in this Commonwealth before, on, or after July 12, 2012. (2) A cooperative or association formed under KRS Chapter 272, until o…

A record delivered by or on behalf of a limited cooperative association to the Secretary of State for filing shall be executed as provided in KRS 14A.2-020.

(1) If a person required by this chapter to sign or to deliver a record to the Secretary of State for filing does not do so, the appropriate court, upon petition of an aggrieved person, may order: (a) The person to sign the record and deliver it to the Secretary of State for fili…

If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or …

A limited cooperative association shall deliver to the Secretary of State for filing an annual report as provided for in KRS 14A.6-010.

The Secretary of State shall collect the following fees when the documents described in this section are delivered for filing: (1) Articles of association ........................................................................................$40.00 (2) Amendment of articles of a…

of association. (1) A limited cooperative association shall be organized by one (1) or more organizers. (2) To form a limited cooperative association, an organizer of the association shall deliver articles of association to the Secretary of State for filing. The limited cooperati…

(1) After a limited cooperative association is formed: (a) If initial directors are named in the articles of association, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organiz…

(1) Bylaws shall be in a record and, if not stated in the articles of association, shall include: (a) A statement of the capital structure of the limited cooperative association, including: 1. The classes or other types of members' interests and relative rights, preferences, and …

(1) A limited cooperative association may amend its organic rules for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under KRS 272A.3-030. (2) Unless the organic rules otherwise provide, a member does not have a vested prope…

(1) Except as provided in KRS 272A.4-010(1) and 272A.4-050(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (a) A majority of the board of directors, or a greater percentage if required by…

(1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on t…

(1) This section applies if the organic rules provide for voting by district or class, or if there is one (1) or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in KRS 27…

(1) Subject to KRS 272A.4-040 and subsections (3) and (4) of this section, an amendment to the articles of association shall be approved by: (a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS 272A.4-020; and (b) If the limit…

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of association that contain the original articles as previously amended.…

(1) To amend its articles of association, a limited cooperative association shall deliver to the Secretary of State for filing an amendment of the articles, or restated articles of association or articles of conversion or merger pursuant to Subchapter 16 of this chapter, which co…

(1) To begin business, a limited cooperative association shall have at least two (2) patron members unless the sole member is a cooperative. (2) A person becomes a member: (a) As provided in the organic rules; (b) As the result of a merger or conversion under Subchapter 16 of thi…

A member, solely by reason of being a member, may not act for or bind the limited cooperative association.

(1) Unless the articles of association otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a member solely by reason of being a member. (2) Notwithstandin…

(1) Not later than ten (10) business days after receipt of a demand made in a record, a limited cooperative association shall permit a member to obtain, inspect, and copy in the association's principal office required information listed in KRS 272A.1- 120(1)(a) to (h) during regu…

(1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (2) An annual members meeting may be held inside or outside the Commonwealth of Kentucky at the place stated in the organic rules or s…

(1) A special meeting of members may be called only: (a) As provided in the organic rules; (b) By a majority vote of the board of directors on a proposal stating the purpose of the meeting; (c) By demand in a record signed by members holding at least twenty percent (20%) of the v…

(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten (10) and not more than sixty (60) days before the meeting. (2) Unless the articles of association otherwise provide, notice of an annual members meeting n…

(1) A member may waive notice of a members meeting before, during, or after the meeting. (2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's …

Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.

member. (1) Except as provided by subsections (2) and (3) of this section, each patron member has one (1) vote. (2) The organic rules may allocate voting power among patron members on the basis of one (1) or a combination of the following: (a) One (1) member, one (1) vote; (b) Us…

If the organic rules provide for investor members, each investor member has one (1) vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.

If a limited cooperative association has both patron and investor members, the following rules apply: (1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote; (2) Action on any matter is approved only upon the a…

(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class. (2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a p…

(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action. (2) Consent under subsection (1) of th…

(1) The organic rules may provide for the formation of geographic districts of patron members and: (a) For the conduct of patron member meetings by districts and the election of directors at the meetings; or (b) That districts may elect district delegates to represent and vote fo…

A member's interest: (1) Is personal property; (2) Consists of: (a) Governance rights; (b) Financial rights; and (c) The right or obligation, if any, to do business with the limited cooperative association; and (3) May be in certificated or uncertificated form.

(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest. (2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the per…

(1) The provisions of this chapter relating to the transferability of a member's interest are subject to the Uniform Commercial Code as enacted in the Commonwealth of Kentucky in KRS Chapter 355. (2) Unless the organic rules otherwise provide, a member's interest other than finan…

(1) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association. (2) Unless the organic rules otherwise provide, a member may not create an enforceable security interest in the member's governance rights in a lim…

(1) This section provides the exclusive remedy by which the judgment creditor of a member or the assignee of a member may satisfy a judgment out of the judgment debtor's limited financial rights in a limited cooperative association. (2) On application to a court of competent juri…

As used in this subchapter, "marketing contract" means a contract between a limited cooperative association and another person that need not be a patron member: (1) Requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified part of th…

(1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract. (2) A marketing contract may: (a)…

The initial duration of a marketing contract may not exceed ten (10) years, but the contract may be self-renewing for additional periods not exceeding five (5) years each. Unless the contract provides for another manner or time for termination, either party may terminate the cont…

(1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation…