Kentucky Statutes 272A.16-060 – Approval of merger — Abandonment
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(1) Subject to subsections (2) and (3) of this section, a plan of merger shall be approved by:
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS § 272A.16-050; and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may provide that the percentage of votes under subsection (1)(a)
of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
(3) The vote required to approve a plan of merger shall not be less than the vote required for the members of the limited cooperative association to amend the articles of association.
(4) Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to KRS § 272A.16-070 if, as a result of the merger, the member will have:
(a) Personal liability for an obligation of the association; or
(b) An obligation or liability for an additional contribution.
(5) Subject to subsection (4) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(6) The voting requirements for districts, classes, or voting groups under KRS § 272A.4-
040 apply to approval of a merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 115, effective July 12, 2012.
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS § 272A.16-050; and
Terms Used In Kentucky Statutes 272A.16-060
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of association: means the articles of association of a limited cooperative association required by KRS §. See Kentucky Statutes 272A.1-020
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Member: means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. See Kentucky Statutes 272A.1-020
- Members meeting: means an annual members meeting or special meeting of members. See Kentucky Statutes 272A.1-020
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Personal liability: means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a) By the entity's organic law solely because of the person co-owning or having an interest in the entity. See Kentucky Statutes 272A.16-010 - Voting power: means the total current power of members to vote on a particular matter for which a vote may or is to be taken. See Kentucky Statutes 272A.1-020
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may provide that the percentage of votes under subsection (1)(a)
of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
(3) The vote required to approve a plan of merger shall not be less than the vote required for the members of the limited cooperative association to amend the articles of association.
(4) Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to KRS § 272A.16-070 if, as a result of the merger, the member will have:
(a) Personal liability for an obligation of the association; or
(b) An obligation or liability for an additional contribution.
(5) Subject to subsection (4) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(6) The voting requirements for districts, classes, or voting groups under KRS § 272A.4-
040 apply to approval of a merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 115, effective July 12, 2012.