17-4618.   Merger.(a) Any one or more cooperatives may merge into another cooperative bycomplying with the following requirements:

      (1)   The proposition for the merger of the merging cooperative into thesurviving cooperative and proposed articles of merger shall be submitted toa meeting of the members of each merging cooperative, the notice of whichshall have attached a copy of the proposed articles of merger; and

      (2)   if the proposed merger and the proposed articles of merger, with anyamendments, are approved by the affirmative vote of not less than 2/3 ofthe members of each cooperative voting at each such meeting, articles ofmerger in the form approved shall be executedon behalf of each such cooperative by its president or vice-president andattested by its secretary.

      (b)   Voting on the proposed articles of merger shall be in accordancewith subsection (e) of K.S.A. 17-4610 and amendments thereto.

      (c)   The articles of merger shall recite that they are executed pursuant tothis act and shall state:

      (1)   The name of each merging cooperative and the address of itsprincipal office;

      (2)   the name of the surviving cooperative and the address of itsprincipal office;

      (3)   a statement that each merging cooperative and the survivingcooperative agree to the merger;

      (4)   the names and addresses of the trustees of the surviving cooperative; and

      (5)   the terms and conditions of the merger and the mode of carrying thesame into effect, including the manner in which members of the mergingcooperatives may or shall become members of the surviving cooperative.

      Such articles may contain any provisions not inconsistent with this actdeemed necessary or advisable for the conduct of the business of thesurviving cooperative.

      (d)   The president or vice-president of each cooperative executing thearticles of merger shall make and annex thereto an affidavit stating thatthe provisions of this section in respect of such articles were dulycomplied with by such cooperative.

      History:   L. 1941, ch. 185, § 18;L. 1989, ch. 79, § 2;L. 2000, ch. 39, § 13; July 1.