Title 46, Chapter 5, Section 87
( 46-5-87)
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. |