65-25-217 - Consolidation. - Tennessee Statutes

65-25-217. Consolidation.

Any two (2) or more cooperatives, each of which is hereinafter designated a “consolidating cooperative,” may consolidate into a new cooperative, hereinafter designated the “new cooperative,” by complying with the following requirements:

     (1)  The proposition for the consolidation and proposed articles of consolidation to give effect thereto shall be first approved by the board of each consolidating cooperative or by the board or boards of one (1) or more other cooperatives when proposed by at least three hundred (300) members of a cooperative in the manner provided by § 65-25-213(a)(2)(D). The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this part, and shall state:

          (A)  The name of each consolidating cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the secretary of state;

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

          (C)  The names and addresses of the persons who shall constitute the first board of the new cooperative;

          (D)  The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative; and

          (E)  Any provisions not inconsistent with this part deemed necessary or advisable for the conduct of the business and affairs of the new cooperative;

     (2)  The proposition for the consolidation and the proposed articles of consolidation shall then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and proposed articles of consolidation shall be approved upon receiving the affirmative votes of as many as, but not fewer than, two thirds (2/3) of those members of each consolidating cooperative voting thereon at each such meeting; and

     (3)  Upon such approvals, 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 attested by its secretary, who shall affix the cooperative seal thereto if it has and employs such a seal. The presidents or vice presidents shall also make and annex thereto affidavits stating that the provisions of this section were duly complied with by their respective cooperatives. Such articles of consolidation and affidavits shall be submitted to the secretary of state for filing as provided in this part.

[Acts 1988, ch. 689, § 2.]