Oklahoma § 18-437.12 - Consolidation

§ 18-437.12. Consolidation

Any two 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:

(a) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and proposed articles of

Oklahoma Statutes - Title 18. Corporations

consolidation to give effect thereto shall be first approved by the

board of trustees of each consolidating cooperative. The proposed

articles of consolidation shall recite in the caption that they are

executed pursuant to this act and shall state: (1) 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; (2) the name of the new

cooperative and the address of its principal office; (3) the names

and addresses of the persons who shall constitute the first board of

trustees of the new cooperative; (4) 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 the issuance of certificates of membership in respect of such

converted memberships; and (5) any provisions not inconsistent with

this act deemed necessary or advisable for the conduct of the

business and affairs of the new cooperative;

(b) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and the proposed articles of

consolidation approved by the board of trustees of each

consolidating cooperative shall then be submitted to a vote of the

members thereof at any annual or special meeting thereof, the notice

of which shall set forth full particulars concerning the proposed

consolidation. The proposed consolidation and the proposed articles

of consolidation shall be deemed to be approved upon the affirmative

vote of not less than two-thirds of those members of each

consolidating cooperative voting thereon at such meeting; and

(c) Upon such approval by the members of the respective

consolidation cooperatives, 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

president or vice president of each consolidating cooperative

executing such articles of consolidation shall also make and annex

thereto an affidavit stating that the provisions of this section

were duly complied with by such cooperative. Such articles of

consolidation and affidavits shall be submitted to the Secretary of

State for filing as provided in this act.

Laws 1939, p. 262, § 13.