394.220. Cooperatives may merge, how. - Missouri Statutes

Cooperatives may merge, how.

394.220. Any one or more cooperatives, each of which isherein designated a "merging cooperative", may merge into anothercooperative, herein designated the "surviving cooperative", bycomplying with the following requirements:

(1) The proposition for the merger of the mergingcooperatives into the surviving cooperative and proposed articlesof merger to give effect thereto shall be first approved by theboard of directors of each merging cooperative and by the boardof directors of the surviving cooperative. The proposed articlesof merger shall recite in the caption that they are executedpursuant to this chapter and shall state:

(a) The name of each merging cooperative, the address ofits principal office, and the date of the filing of its articlesof incorporation in the office of the secretary of state;

(b) The name of the surviving cooperative and the addressof its principal office;

(c) A statement that the merging cooperatives elect to bemerged into the surviving cooperative;

(d) The terms and conditions of the merger and the mode ofcarrying the same into effect, including the manner and basis ofconverting the memberships in the merging cooperative orcooperatives into memberships in the surviving cooperative andthe issuance of certificates of memberships in respect of suchconverted memberships; and

(e) Any provisions not inconsistent with this chapterdeemed necessary or advisable for the conduct of the business andaffairs of the surviving cooperative;

(2) The proposition for the merger of the mergingcooperatives into the surviving cooperative and the proposedarticles of merger approved by the board of directors of therespective cooperatives, parties to the proposed merger, shallthen be submitted to a vote of the members of each suchcooperative at any annual or special meeting thereof, the noticeof which shall set forth full particulars concerning the proposedmerger. The proposed merger and the proposed articles of mergershall be deemed to be approved upon the affirmative vote of amajority of the members of each cooperative present at themeeting and voting on the issue; and

(3) (a) Upon such approval by the members of therespective cooperatives, parties to the proposed merger, articlesof merger in the form approved shall be executed and acknowledgedin duplicate on behalf of each such cooperative by its presidentor vice president and its seal shall be affixed thereto andattested by its secretary;

(b) The president or vice president of each cooperativeexecuting such articles of merger shall also make and annexthereto an affidavit stating that the provisions of this sectionwere duly complied with by such cooperative;

(c) Such articles of merger and affidavits shall besubmitted to the secretary of state for filing as provided inthis chapter.

(RSMo 1939 § 5400, A.L. 1991 S.B. 221)

Effective 7-11-91