Tennessee § 65-29-115 - Merger.

§ 65-29-115. Merger.

Any 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: The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of directors of each merging cooperative and the board of directors of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state: 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; The name of the surviving cooperative and the address of its principal office; A statement that the merging cooperatives elect to be merged into the surviving cooperative; 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 Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative. The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors 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 (2/3) of those members of each cooperative voting thereon at such meeting. Upon such approval by the members of the respective cooperatives, parties to the proposed merger, 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 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 this section was 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 chapter. Acts 1961, ch. 330, § 14; T.C.A., § 65-2915. Attorney General Opinions. Merger of telephone cooperative and for-profit Tennessee corporation, OAG 99-070, 1999 Tenn. AG LEXIS 70 (3/22/99).