65-25-218 - Merger. - Tennessee Statutes

65-25-218. Merger.

One (1) or more cooperatives, each of which is hereinafter designated a “merging cooperative,” may merge into another cooperative, hereinafter designated the “surviving cooperative,” by complying with the following requirements:

     (1)  The proposition for the merger and proposed articles of merger to give effect thereto shall be first approved by the board of each merging 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) and by the board of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this part and shall state:

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

          (C)  A statement that the merging cooperatives elect to be merged into the surviving cooperative;

          (D)  The terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative; and

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

     (2)  The proposition for the merger and the proposed articles of merger shall then be submitted to a vote of the members of each merging cooperative and of the surviving cooperative at any annual or special meeting of the members thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger 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 cooperative voting thereon at each such meeting; and

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

[Acts 1988, ch. 689, § 2.]