Oklahoma § 18-437.13 - Merger

§ 18-437.13. Merger

Any one 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:

(a) The proposition for the merger of the merging cooperatives

into the surviving cooperative and proposed articles of merger to

Oklahoma Statutes - Title 18. Corporations

give effect thereto shall be first approved by the board of trustees

of each merging cooperative and by the board of trustees of the

surviving cooperative. The proposed articles of merger shall recite

in the caption that they are executed pursuant to this act and shall

state: (1) 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; (2) the name

of the surviving cooperative and the address of its principal

office; (3) a statement that the merging cooperatives elect to be

merged into the surviving cooperative; (4) 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 the issuance of certificates of membership

in respect of such converted memberships; and (6) any provisions not

inconsistent with this act deemed necessary or advisable for the

conduct of the business and affairs of the surviving cooperative;

(b) The proposition for the merger of the merging cooperatives

into the surviving cooperative and the proposed articles of merger

approved by the board of trustees of the respective cooperatives,

parties to the proposed merger, shall then be submitted to a vote of

the members of each such cooperative at any annual or special

meeting 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 deemed to be approved upon

the affirmative vote of not less than two-thirds of those members of

each cooperative voting thereon at such meeting; and

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

cooperatives, parties to the proposed merger, articles of merger in

form approved shall be executed and acknowledged on behalf of each

such 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 cooperative executing such

articles of merger 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 merger and affidavits shall

be submitted to the Secretary of State for filing as provided in

this act.

Laws 1939, p. 263, § 14.