17-1638.Merger or consolidation of cooperative associations and domestic
and foreign corporations; service of process upon surviving or resulting
corporation.
(a) Any one or more associations incorporated under the
cooperative marketing act, cited at K.S.A. 17-1601 et seq., and
amendments
thereto,
may merge or consolidate with one or more other associations or corporations
of
any other state or states of the United States, or of the District of Columbia
if the laws of such other jurisdiction permit an association or corporation of
such jurisdiction to merge or consolidate with an association or corporation of
another jurisdiction. The constituent associations or corporations may merge
into a single association or corporation, which may be any one of the
constituents, or they may consolidate into a new association or corporation
formed by the consolidation, which may be an association or corporation of the
state of incorporation of any one of the constituent associations or
corporations, pursuant to an agreement of merger or consolidation, as the case
may be, complying and approved in accordance with this section. In addition,
any one or more associations or corporations organized under the laws of any
jurisdiction other than one of the United States may merge or consolidate with
one or more associations incorporated under the cooperative marketing act,
cited at K.S.A. 17-1601 et seq., and amendments thereto, if the
surviving or
resulting association or corporation will be an association or corporation of
this state, and if the laws under which the other associations or corporations
are formed permit an association or corporation of such jurisdiction to merge
or consolidate with an association or corporation of another jurisdiction.
(b) All the constituent associations or corporations shall enter into an
agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) the manner of converting the shares of each of the constituent
associations or corporations into shares or other securities of the association
or corporation surviving or resulting from the merger or consolidation and, if
any shares of any of the constituents are not to be converted solely into
shares or other securities of the surviving or resulting association or
corporation, the cash, property, rights or securities of any other association
or corporation which the holders of such shares are to receive in exchange for,
or upon conversion of, such shares and the surrender of the certificates
evidencing certificated shares, which cash, property, rights or securities of
any other association or corporation may be in addition to or in lieu of the
shares or other securities of the surviving or resulting association or
corporation;
(4) such other details or provisions as are deemed desirable, including,
without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the
surviving or resulting association or corporation or of any other association
or corporation the securities of which are to be received in the merger or
consolidation, or for some other arrangement with respect thereto consistent
with the provisions of K.S.A. 17-6405, and amendments thereto; and
(5) such other provisions or facts as shall
be required to be set forth in articles of incorporation by the laws of the
state which are stated in the agreement to be the laws that shall govern the
surviving or resulting association or corporation and that can be stated in the
case of a merger or consolidation.
(c) Any of the terms of the agreement of merger or consolidation may be made
dependent upon facts ascertainable outside of such agreement, provided that the
manner in which such facts shall operate upon the terms of the agreement is
clearly and expressly set forth in the agreement of merger or consolidation.
(d) The agreement shall be adopted, approved, certified and
executed by each of the constituent associations or corporations in
accordance with the laws under which it is formed, and, in the case of a Kansas
association, in the same manner as provided in K.S.A. 17-1637 and amendments
thereto. The
agreement shall
be filed and shall become effective for all purposes of the
laws
of this state as provided in K.S.A. 17-1637 and amendments thereto with
respect to the
merger or
consolidation of associations or corporations of this state. In lieu of filing
the agreement of merger or consolidation, the surviving or
resulting association or corporation may file a certificate of merger or
consolidation, executed in accordance with K.S.A. 17-6003, and amendments
thereto, which states:
(1) The name and state of incorporation of each of the constituents;
(2) that an agreement of merger or consolidation has been approved, adopted,
certified and executed by each of the
constituents
in accordance
with this subsection;
(3) the name of the surviving or resulting association or corporation;
(4) in the case of a merger, such amendments or changes in the articles of
incorporation of the surviving association or corporation as are desired to be
effected by the merger or, if no such amendments or changes are desired, a
statement that the articles of incorporation of the surviving association or
corporation shall be the association's or corporation's articles of
incorporation;
(5) in the case of a consolidation, that the articles of incorporation of
the resulting association or corporation shall be as is set forth in an
attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the
principal place of business of the surviving association or corporation and
address thereof;
(7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving association or corporation, on request and without
cost, to any member or stockholder of any constituent;
(8) if the association or corporation surviving or resulting from the merger
or consolidation is to be an association or corporation of this state, the
authorized capital stock of each constituent association or corporation which
is not an association or corporation of this state; and
(9) the agreement, if any, required by subsection (e).
(e) If the association or corporation surviving or resulting from the merger
or consolidation is to be governed by the laws of the District of Columbia or
any state other than this state, it shall agree that it may be served with
process in this state in any proceeding for enforcement of any obligation of
any constituent association or corporation of this state, as well as for
enforcement of any obligation of the surviving or resulting association or
corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any member or stockholder as
determined in appraisal proceedings pursuant to the provisions of K.S.A.
17-1642, and amendments thereto,
and shall irrevocably appoint the secretary of state as such association's or
corporation's last known agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process
shall be mailed by the secretary of state. Service of such process shall be
made by personally delivering to and leaving with the secretary of state
duplicate copies of such process.
The secretary of state shall forthwith send by registered mail one of such
copies to such surviving or resulting association or corporation at such
association's or corporation's last known address.
(f) The provisions of subsection (e) of K.S.A. 17-1637, and amendments
thereto, shall
apply to any merger
or consolidation under this section. The provisions of subsection (f) of
K.S.A. 17-1637, and amendments thereto, shall apply to a merger under
this section in which
the surviving
association or corporation is an association or corporation of this state. The
provisions of subsection (g) of K.S.A. 17-1637, and amendments thereto,
shall apply to any
merger under this
section.
History: L. 1991, ch. 74, § 2;
L. 1998, ch. 189, § 2;
L. 2000, ch. 39, § 7; July 1.
17-1638.Merger or consolidation of cooperative associations and domestic
and foreign corporations; service of process upon surviving or resulting
corporation.
(a) Any one or more associations incorporated under the
cooperative marketing act, cited at K.S.A. 17-1601 et seq., and
amendments
thereto,
may merge or consolidate with one or more other associations or corporations
of
any other state or states of the United States, or of the District of Columbia
if the laws of such other jurisdiction permit an association or corporation of
such jurisdiction to merge or consolidate with an association or corporation of
another jurisdiction. The constituent associations or corporations may merge
into a single association or corporation, which may be any one of the
constituents, or they may consolidate into a new association or corporation
formed by the consolidation, which may be an association or corporation of the
state of incorporation of any one of the constituent associations or
corporations, pursuant to an agreement of merger or consolidation, as the case
may be, complying and approved in accordance with this section. In addition,
any one or more associations or corporations organized under the laws of any
jurisdiction other than one of the United States may merge or consolidate with
one or more associations incorporated under the cooperative marketing act,
cited at K.S.A. 17-1601 et seq., and amendments thereto, if the
surviving or
resulting association or corporation will be an association or corporation of
this state, and if the laws under which the other associations or corporations
are formed permit an association or corporation of such jurisdiction to merge
or consolidate with an association or corporation of another jurisdiction.
(b) All the constituent associations or corporations shall enter into an
agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) the manner of converting the shares of each of the constituent
associations or corporations into shares or other securities of the association
or corporation surviving or resulting from the merger or consolidation and, if
any shares of any of the constituents are not to be converted solely into
shares or other securities of the surviving or resulting association or
corporation, the cash, property, rights or securities of any other association
or corporation which the holders of such shares are to receive in exchange for,
or upon conversion of, such shares and the surrender of the certificates
evidencing certificated shares, which cash, property, rights or securities of
any other association or corporation may be in addition to or in lieu of the
shares or other securities of the surviving or resulting association or
corporation;
(4) such other details or provisions as are deemed desirable, including,
without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the
surviving or resulting association or corporation or of any other association
or corporation the securities of which are to be received in the merger or
consolidation, or for some other arrangement with respect thereto consistent
with the provisions of K.S.A. 17-6405, and amendments thereto; and
(5) such other provisions or facts as shall
be required to be set forth in articles of incorporation by the laws of the
state which are stated in the agreement to be the laws that shall govern the
surviving or resulting association or corporation and that can be stated in the
case of a merger or consolidation.
(c) Any of the terms of the agreement of merger or consolidation may be made
dependent upon facts ascertainable outside of such agreement, provided that the
manner in which such facts shall operate upon the terms of the agreement is
clearly and expressly set forth in the agreement of merger or consolidation.
(d) The agreement shall be adopted, approved, certified and
executed by each of the constituent associations or corporations in
accordance with the laws under which it is formed, and, in the case of a Kansas
association, in the same manner as provided in K.S.A. 17-1637 and amendments
thereto. The
agreement shall
be filed and shall become effective for all purposes of the
laws
of this state as provided in K.S.A. 17-1637 and amendments thereto with
respect to the
merger or
consolidation of associations or corporations of this state. In lieu of filing
the agreement of merger or consolidation, the surviving or
resulting association or corporation may file a certificate of merger or
consolidation, executed in accordance with K.S.A. 17-6003, and amendments
thereto, which states:
(1) The name and state of incorporation of each of the constituents;
(2) that an agreement of merger or consolidation has been approved, adopted,
certified and executed by each of the
constituents
in accordance
with this subsection;
(3) the name of the surviving or resulting association or corporation;
(4) in the case of a merger, such amendments or changes in the articles of
incorporation of the surviving association or corporation as are desired to be
effected by the merger or, if no such amendments or changes are desired, a
statement that the articles of incorporation of the surviving association or
corporation shall be the association's or corporation's articles of
incorporation;
(5) in the case of a consolidation, that the articles of incorporation of
the resulting association or corporation shall be as is set forth in an
attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the
principal place of business of the surviving association or corporation and
address thereof;
(7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving association or corporation, on request and without
cost, to any member or stockholder of any constituent;
(8) if the association or corporation surviving or resulting from the merger
or consolidation is to be an association or corporation of this state, the
authorized capital stock of each constituent association or corporation which
is not an association or corporation of this state; and
(9) the agreement, if any, required by subsection (e).
(e) If the association or corporation surviving or resulting from the merger
or consolidation is to be governed by the laws of the District of Columbia or
any state other than this state, it shall agree that it may be served with
process in this state in any proceeding for enforcement of any obligation of
any constituent association or corporation of this state, as well as for
enforcement of any obligation of the surviving or resulting association or
corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any member or stockholder as
determined in appraisal proceedings pursuant to the provisions of K.S.A.
17-1642, and amendments thereto,
and shall irrevocably appoint the secretary of state as such association's or
corporation's last known agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process
shall be mailed by the secretary of state. Service of such process shall be
made by personally delivering to and leaving with the secretary of state
duplicate copies of such process.
The secretary of state shall forthwith send by registered mail one of such
copies to such surviving or resulting association or corporation at such
association's or corporation's last known address.
(f) The provisions of subsection (e) of K.S.A. 17-1637, and amendments
thereto, shall
apply to any merger
or consolidation under this section. The provisions of subsection (f) of
K.S.A. 17-1637, and amendments thereto, shall apply to a merger under
this section in which
the surviving
association or corporation is an association or corporation of this state. The
provisions of subsection (g) of K.S.A. 17-1637, and amendments thereto,
shall apply to any
merger under this
section.
History: L. 1991, ch. 74, § 2;
L. 1998, ch. 189, § 2;
L. 2000, ch. 39, § 7; July 1.
17-1638.Merger or consolidation of cooperative associations and domestic
and foreign corporations; service of process upon surviving or resulting
corporation.
(a) Any one or more associations incorporated under the
cooperative marketing act, cited at K.S.A. 17-1601 et seq., and
amendments
thereto,
may merge or consolidate with one or more other associations or corporations
of
any other state or states of the United States, or of the District of Columbia
if the laws of such other jurisdiction permit an association or corporation of
such jurisdiction to merge or consolidate with an association or corporation of
another jurisdiction. The constituent associations or corporations may merge
into a single association or corporation, which may be any one of the
constituents, or they may consolidate into a new association or corporation
formed by the consolidation, which may be an association or corporation of the
state of incorporation of any one of the constituent associations or
corporations, pursuant to an agreement of merger or consolidation, as the case
may be, complying and approved in accordance with this section. In addition,
any one or more associations or corporations organized under the laws of any
jurisdiction other than one of the United States may merge or consolidate with
one or more associations incorporated under the cooperative marketing act,
cited at K.S.A. 17-1601 et seq., and amendments thereto, if the
surviving or
resulting association or corporation will be an association or corporation of
this state, and if the laws under which the other associations or corporations
are formed permit an association or corporation of such jurisdiction to merge
or consolidate with an association or corporation of another jurisdiction.
(b) All the constituent associations or corporations shall enter into an
agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) the manner of converting the shares of each of the constituent
associations or corporations into shares or other securities of the association
or corporation surviving or resulting from the merger or consolidation and, if
any shares of any of the constituents are not to be converted solely into
shares or other securities of the surviving or resulting association or
corporation, the cash, property, rights or securities of any other association
or corporation which the holders of such shares are to receive in exchange for,
or upon conversion of, such shares and the surrender of the certificates
evidencing certificated shares, which cash, property, rights or securities of
any other association or corporation may be in addition to or in lieu of the
shares or other securities of the surviving or resulting association or
corporation;
(4) such other details or provisions as are deemed desirable, including,
without limiting the generality of the foregoing, a provision for the payment
of cash in lieu of the issuance or recognition of fractional shares of the
surviving or resulting association or corporation or of any other association
or corporation the securities of which are to be received in the merger or
consolidation, or for some other arrangement with respect thereto consistent
with the provisions of K.S.A. 17-6405, and amendments thereto; and
(5) such other provisions or facts as shall
be required to be set forth in articles of incorporation by the laws of the
state which are stated in the agreement to be the laws that shall govern the
surviving or resulting association or corporation and that can be stated in the
case of a merger or consolidation.
(c) Any of the terms of the agreement of merger or consolidation may be made
dependent upon facts ascertainable outside of such agreement, provided that the
manner in which such facts shall operate upon the terms of the agreement is
clearly and expressly set forth in the agreement of merger or consolidation.
(d) The agreement shall be adopted, approved, certified and
executed by each of the constituent associations or corporations in
accordance with the laws under which it is formed, and, in the case of a Kansas
association, in the same manner as provided in K.S.A. 17-1637 and amendments
thereto. The
agreement shall
be filed and shall become effective for all purposes of the
laws
of this state as provided in K.S.A. 17-1637 and amendments thereto with
respect to the
merger or
consolidation of associations or corporations of this state. In lieu of filing
the agreement of merger or consolidation, the surviving or
resulting association or corporation may file a certificate of merger or
consolidation, executed in accordance with K.S.A. 17-6003, and amendments
thereto, which states:
(1) The name and state of incorporation of each of the constituents;
(2) that an agreement of merger or consolidation has been approved, adopted,
certified and executed by each of the
constituents
in accordance
with this subsection;
(3) the name of the surviving or resulting association or corporation;
(4) in the case of a merger, such amendments or changes in the articles of
incorporation of the surviving association or corporation as are desired to be
effected by the merger or, if no such amendments or changes are desired, a
statement that the articles of incorporation of the surviving association or
corporation shall be the association's or corporation's articles of
incorporation;
(5) in the case of a consolidation, that the articles of incorporation of
the resulting association or corporation shall be as is set forth in an
attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the
principal place of business of the surviving association or corporation and
address thereof;
(7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving association or corporation, on request and without
cost, to any member or stockholder of any constituent;
(8) if the association or corporation surviving or resulting from the merger
or consolidation is to be an association or corporation of this state, the
authorized capital stock of each constituent association or corporation which
is not an association or corporation of this state; and
(9) the agreement, if any, required by subsection (e).
(e) If the association or corporation surviving or resulting from the merger
or consolidation is to be governed by the laws of the District of Columbia or
any state other than this state, it shall agree that it may be served with
process in this state in any proceeding for enforcement of any obligation of
any constituent association or corporation of this state, as well as for
enforcement of any obligation of the surviving or resulting association or
corporation arising from the merger or consolidation, including any suit or
other proceeding to enforce the right of any member or stockholder as
determined in appraisal proceedings pursuant to the provisions of K.S.A.
17-1642, and amendments thereto,
and shall irrevocably appoint the secretary of state as such association's or
corporation's last known agent to accept service of process in any such suit or
other proceedings and shall specify the address to which a copy of such process
shall be mailed by the secretary of state. Service of such process shall be
made by personally delivering to and leaving with the secretary of state
duplicate copies of such process.
The secretary of state shall forthwith send by registered mail one of such
copies to such surviving or resulting association or corporation at such
association's or corporation's last known address.
(f) The provisions of subsection (e) of K.S.A. 17-1637, and amendments
thereto, shall
apply to any merger
or consolidation under this section. The provisions of subsection (f) of
K.S.A. 17-1637, and amendments thereto, shall apply to a merger under
this section in which
the surviving
association or corporation is an association or corporation of this state. The
provisions of subsection (g) of K.S.A. 17-1637, and amendments thereto,
shall apply to any
merger under this
section.
History: L. 1991, ch. 74, § 2;
L. 1998, ch. 189, § 2;
L. 2000, ch. 39, § 7; July 1.