§ 46-5-87 - Consolidation of cooperatives - Georgia Statutes

O.C.G.A. 46-5-87 (2010)
46-5-87. Consolidation of cooperatives

Any two or more cooperatives (each of which is designated in this Code section as a "consolidating cooperative") may consolidate into a new cooperative (designated in this Code section as the "new cooperative") by complying with the following requirements:

(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative, along with proposed articles of consolidation to give effect thereto, shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of the proposed articles of consolidation;

(2) If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The articles of consolidation shall recite that they are executed pursuant to this part and shall state:

(A) The name of each consolidating cooperative and the address of its principal office;

(B) The name of the new cooperative and the address of its principal office;

(C) That each consolidating cooperative agrees to the consolidation;

(D) The names and addresses of the directors of the new cooperative; and

(E) The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the consolidating cooperatives may or shall become members and shareholders, respectively, of the new cooperative.
In addition, the articles of consolidation may contain any provisions, not inconsistent with this part, deemed necessary or advisable for the conduct of the business of the new cooperative. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the preceding provisions of this Code section in regard to such articles were duly complied with by such cooperative;

(3) An application for approval of the articles of consolidation, including such articles and the prescribed affidavits, signed and acknowledged by the president or vice-president of each consolidating cooperative, shall be presented to and approved by the superior court, or the judge thereof in vacation, filed with the clerk of the superior court of the county in which the principal office of the new cooperative is to be located and with the Secretary of State, and published in the same manner as an application for incorporation. The fees to be paid at the time of such filing shall be as prescribed in Code Section 46-5-100. Upon such filing, the consolidation shall be deemed to be effective.