§ 46-5-88 - Merger of cooperatives - Georgia Statutes

O.C.G.A. 46-5-88 (2010)
46-5-88. Merger of cooperatives

Any one or more cooperatives (each of which is designated in this Code section as a "merging cooperative") may merge into another cooperative (designated in this Code section as the "surviving cooperative") by complying with the following requirements:

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

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

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

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

(C) That each merging cooperative and the surviving cooperative agree to the merger;

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

(E) The terms and conditions of the merger and the mode of carrying the same into effect, including the manner in which members and shareholders, if any, of the merging cooperatives may or shall become members and shareholders, respectively, of the surviving cooperative.

In addition, the articles of merger may contain any provisions, not inconsistent with this part, deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice-president of each cooperative executing such articles of merger 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 merger, including such articles and the prescribed affidavits, signed and acknowledged by the president or vice-president of each merging cooperative, shall be presented to and approved by the superior court, filed with the clerk of the superior court of the county in which the principal office of the surviving cooperative is 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 merger shall be deemed to be effective.