§421-21.6  Mergers; procedures;approval by members.  (a)  Pursuant to a plan of merger, any agriculturalcooperative association organized under this chapter may merge with one or moredomestic professional corporations, or with one or more associations, or otherbusiness entities formed or organized under the laws of this State, any stateor territory of the United States, any foreign jurisdiction, or any combinationthereof, with one of the domestic professional corporations, associations, orother business entities whether domestic or foreign, being the surviving entityas provided in the plan; provided that the merger is permitted by the law ofthe state or country under whose law each foreign association or entity that isa party to the merger is organized.

(b)  The board or a committee selected by theboard or the members shall adopt a plan of merger that sets forth:

(1)  The names of the entities proposing to merge;

(2)  The name of the surviving entity;

(3)  The manner and basis of converting the stock ormembership of each association into stock or membership in the survivingentity;

(4)  The terms of the merger;

(5)  The proposed effect of the merger on the membersof the association; and

(6)  Amendments, if any, to the organizing articles ofthe surviving entity or, if no amendments are desired, a statement that theorganizing articles of the surviving entity shall not be amended pursuant tothe merger.

(c)  The board of each association shall mail anotice of the proposed merger to each member.  The notice shall contain thefull text of the merger plan and the time and place of the meeting at which theplan will be considered.  An association with more than two hundred members maypublish the notice as provided in section 421-12.

(d)  At the meeting, a vote of the membersshall be taken on the proposed plan; provided that a quorum of the membersshall be registered as being present or represented by proxy vote at themeeting.  The plan shall be approved upon receiving the affirmative vote of:

(1)  Two-thirds of the votes cast; or

(2)  For an association with articles or bylawsrequiring more than two-thirds of the votes cast or other conditions forapproval, a proportion of the votes cast or a number of total members asrequired by the articles or bylaws and the conditions for approval in thearticles or bylaws have been satisfied.

After the plan has been approved, the chair,vice-chair, president, vice president, secretary, or assistant secretary ofeach association merging shall sign the articles of merger which shall also besigned on behalf of each other entity that is a party to the merger.

(e)  The articles of merger shall be deliveredto the director of commerce and consumer affairs for filing.  The articles ofmerger shall set forth:

(1)  The name and jurisdiction of each entity that isa party to the merger, and the name, address, and jurisdiction of the survivingentity;

(2)  A statement that the plan of merger has beenapproved by each entity involved in the merger;

(3)  A statement indicating any changes in theorganizing articles of the surviving entity to be given effect by the merger;provided that if no changes are made, a statement that the organizing articlesof the surviving entity shall not be amended pursuant to the merger; and

(4)  A statement that includes:

(A)  An agreement that the surviving entity maybe served with process in this State in any action or proceeding for theenforcement of any liability or obligation of any entity previously subject tosuit in this State that is to merge;

(B)  An irrevocable appointment of a residentof this State as its agent to accept service of process in any such proceeding,that includes the resident's street address in this State; and

(C)  An agreement for the enforcement, asprovided in this chapter, of the right of any dissenting member or partner toreceive payment for their interest against the surviving entity.

(f)  The merger shall become effective upon theeffective date and time of filing the articles of merger, or upon a date andtime subsequent to the filing as set forth in the articles, but not more thanthirty days after being filed.

(g)  A certified copy of the articles of mergershall be filed with the department of agriculture.

(h)  When a merger takes effect:

(1)  The separate existence of each entitythat is a party to the merger, other than the surviving entity, terminates;

(2)  All property owned by each of theentities that are parties to the merger vests in the surviving entity;

(3)  All debts, liabilities, and otherobligations of each entity that is a party to the merger become the obligationsof the surviving entity;

(4)  An action or proceeding pending by oragainst an entity that is party to a merger may be continued as if the mergerhad not occurred or the surviving entity may be substituted as a party to theaction or proceeding; and

(5)  Except as prohibited by other law, allrights, privileges, immunities, powers, and purposes of every entity that is aparty to a merger become vested in the surviving entity.

(i)  If a surviving entity fails to appoint ormaintain an agent designated for service of process in this State or the agentfor service of process cannot with reasonable diligence be found at thedesignated office, service of process may be made upon the surviving entity bysending a copy of the process by registered or certified mail, return receiptrequested, to the surviving entity at the address set forth in the articles ofmerger.  Service is effected under this subsection at the earliest of:

(1)  The date the surviving entity receivesthe process, notice, or demand;

(2)  The date shown on the return receipt, ifsigned on behalf of the surviving entity; or

(3)  Five days after its deposit in the mail,if mailed postpaid and correctly addressed.

(j)  The rights of creditors shall not beimpaired by the merger without the creditors' consent.

(k)  The director of commerce and consumeraffairs may charge a filing fee for filing the articles.

(l)  For the purposes of a merger, anassociation shall be defined as an association organized under chapter 421 or421C. [L 1993, c 105, §1; am L 2001, c 129, §64; am L 2004, c 121, §25; am L2006, c 184, §15]