Title XXIII, Private Corporations and Associations

(1) The appropriate court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (a) In a proceeding initiated by the Attorney General, if: 1. The association obtained its articles of association through fraud…

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

(1) Except as otherwise provided in KRS 272A.12-040, for a limited cooperative association to voluntarily dissolve: (a) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (b) The bo…

(1) A limited cooperative association continues after dissolution only for purposes of winding up its activities. (2) In winding up a limited cooperative association's activities, the board of directors shall cause the association to: (a) Discharge its liabilities, settle and clo…

(1) In winding up a limited cooperative association's business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to…

(1) Subject to subsection (4) of this section, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in subsections (2) and (3) of this section. (2) A dissolved limited cooperative association may notify its known claima…

(1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (2) A notice under subsection (1) of this section shall: (a) Be published at least once i…

(1) Upon application by a dissolved limited cooperative association that has published a notice under KRS 272A.12-090, the appropriate court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not be…

(1) A limited cooperative association that has dissolved shall deliver to the Secretary of State for filing articles of dissolution that state: (a) The name of the association; (b) The date the association dissolved; and (c) Any other information the association considers relevan…

(1) Five (5) or more persons engaged in the production of agricultural products, or one or more associates of such producers, may form an association, with or without capital stock. (2) The dean of the College of Agriculture of the University of Kentucky shall, upon request, info…

A member may maintain a derivative action to enforce a right of a limited cooperative association if: (1) The member demands that the association bring an action to enforce the right; and (2) Any of the following occur: (a) The association does not, within ninety (90) days after …

(1) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that: (a) Is a member or a dissociated member at the time the action is commenced and: 1. Was a member when the conduct giving rise to the action occurred; or 2. Who…

In a derivative action to enforce a right of a limited cooperative association, the complaint shall be verified and shall state: (1) The date and content of the plaintiff's demand under KRS 272A.13-010(1) and the association's response; (2) If ninety (90) days have not expired si…

A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court's approval.

(1) Except as otherwise provided in subsection (2) of this section: (a) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintif…

(1) The articles of incorporation of each association shall state: (a) The name of the association that satisfies KRS 14A.3-010; (b) The purposes for which it is formed; (c) The place where its principal business will be transacted; (d) The period of duration, which may be perpet…

(1) The laws of the state or other jurisdiction under which a foreign limited cooperative association is organized govern relations among the members of the foreign cooperative and between the members and the foreign cooperative. (2) A foreign limited cooperative association shal…

The Attorney General may maintain an action to restrain a foreign limited cooperative association from transacting business in this Commonwealth in violation of this chapter.

(1) Amendments to the articles of incorporation shall be made in the following manner: The board shall by an affirmative vote of not less than two-thirds (2/3) of its members, present and voting at any regular or special meeting, adopt a resolution approving the proposed amendmen…

Unless the articles of association otherwise provide, member approval under KRS 272A.15-020 is not required for a limited cooperative association to: (1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regu…

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in KRS 272A.15-010, requires approval of the association's members under KRS 272A.15-030 and 272A.15-040 if the disposition leaves the associa…

For a limited cooperative association to dispose of assets under KRS 272A.15-020: (1) A majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and (2) The board of directors shall call a members meetin…

(1) Subject to subsection (2) of this section, a disposition of assets under KRS 272A.15-020 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.15-030(2); and (b) If the limited cooperative associa…

Amendment of bylaws. (1) Each association shall within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws. The affirmative vote of not less than two-thirds (2/3) of the members present and voting at a meeting, of which reasonable no…

As used in this subchapter, unless the context otherwise requires: (1) "Constituent entity" means an entity that is a party to a merger; (2) "Constituent limited cooperative association" means a limited cooperative association that is a party to a merger; (3) "Converted entity" m…

A foreign entity may convert to a limited cooperative association as provided in KRS 272A.17-040(6).

(1) A foreign entity that has been converted into a limited cooperative association is for all purposes the same entity that existed before the conversion but, after conversion, it is organized under this chapter and is subject to that law and other law as it applies thereto. (2)…

(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.

An association may provide in its bylaws for one or more regular meetings each year. Special meetings of the members of the association may be called by the board; it shall be the board's duty to call such meetings when ten percent (10%) of the members of the association file wit…

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…

committee -- Action taken without meeting. (1) The affairs of the association shall be managed by a board of not less than five (5) directors, elected by the members from their own number or from the members of any member-association except as provided in subsection (3) of this s…

The board shall elect from their number a president and one (1) or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association. The two (2) offices of secretary and treasurer may be combined in one (1) person. T…

(1) Under terms and conditions prescribed in its bylaws, an association may admit as members (or issue voting stock to) only persons engaged in the production of agricultural products, including tenants and landlords who receive any part of the crop raised on the leased premises …

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.