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The Vermont Statutes Online
Title
11
:
Corporations, Partnerships and Associations
Chapter
007
:
COOPERATIVES
Subchapter
003
:
CONSOLIDATION OF COOPERATIVE ASSOCIATIONS
§
1061. Procedure
Two or more
cooperative associations organized under, or which have adopted the provisions
of subchapter 1 of this chapter, or similar laws of other states, whether
having or not having capital stock, may merge or consolidate into one cooperative
association which may be a new cooperative association or one of the
constituent cooperatives by complying with the following requirements:
(1) Notice of
the proposed merger or consolidation, to which shall be attached a copy of the
articles therefor in the form prescribed in subdivision (3) of this section,
shall be mailed by each consolidating cooperative to its members, its
stockholders of every class, the holders of its certificates of beneficial
interest, and its former members to whom an allocated reserve is credited on
its books, and published in a newspaper of general circulation in the area
served by such consolidating cooperative not less than 30 days before the date
of the meeting at which the consolidating cooperative acts upon such proposal.
(2) Any present
or past member of any consolidating cooperative having a property interest
therein evidenced by its stock or its certificates of beneficial interest, or
by an allocated reserve, may, not later than ten days before the holding of such
meeting, make a demand in writing upon the consolidating cooperative for
payment of such property interest. If, upon the expiration of 60 days from the
time the merger or consolidation is completed, the consolidating cooperative
and all demandants have not agreed upon the value of the demandants' interest,
such consolidating cooperative shall, within 60 days thereafter, apply by
petition to the superior court in the county where such consolidating
cooperative is domiciled for the determination of the value in appropriate
securities or cash, as the board of directors of the newly formed cooperative
shall determine, of the interest of each demandant who has made a demand in
writing for payment of his property interest, as hereinbefore set forth, and
who has not agreed thereto. Such petition shall state the names and addresses
of each and every person who has made demand within the time specified and in
the manner above provided. The consolidating cooperative shall notify each such
demandant by mailing a copy of the petition and citation by registered mail,
return receipt requested, to each demandant at his address as the same appears
upon the books of the consolidating cooperative or to such other address as the
court shall direct. Such notice shall be in lieu of any other notice, statutory
or otherwise, and shall be sufficient to bring all parties so notified and the
subject matter of the petition within the jurisdiction of the court. However,
within 30 days from the mailing of such copy of the petition above referred to,
the demandant, at his option, instead of proceeding as above set forth, may
have such value ascertained by three disinterested persons, one of whom shall
be named by the demandant, another by the consolidating cooperative, and the
third by the two so named. The findings of these appraisers shall be final, and
if their award is not paid by the consolidating cooperative within 30 days
after it is made and notice given to the consolidating cooperative, the award
may be recovered by the demandant of the consolidating cooperative in a civil
action on this statute. The suit shall be stayed pending the action of the
appraisers and shall be terminated by the presiding judge as to the demandant
upon the filing of the findings of the appraisers with the consolidating
cooperative.
(3) If the
articles of merger or consolidation are adopted by the affirmative vote of not
less than two-thirds of the members attending and voting of each consolidating
cooperative voting thereon at the meeting called to consider the same, or by
not less than by a two-thirds vote of its delegates if qualified as provided in
subdivision (4) of this section, articles of merger or consolidation in the
form adopted shall be executed under its seal and acknowledged on behalf of
each consolidating cooperative by its president or vice-president. Such
articles of merger or consolidation shall recite that they are executed
pursuant to this subchapter and shall state:
(A) the name of
each consolidating cooperative and the address of its principal office;
(B) the name of
the new cooperative and the address of its principal office;
(C) a statement
that each consolidating cooperative agrees to the merger or consolidation;
(D) the names
and addresses of the directors of the new cooperative; and
(E) the terms
and conditions of the merger or consolidation and the mode of carrying the same
into effect, including the manner in which the members of the consolidating
cooperative may or shall become members of the new cooperative; and may contain
provisions, not inconsistent with law or this subchapter, which are deemed
necessary or advisable for the conduct of the business of the new cooperative.
The president or
vice-president and the clerk or secretary of each consolidating cooperative
executing such articles of merger or consolidation shall make and annex thereto
an affidavit stating that the provisions of this section in respect to such
articles were duly complied with by such cooperative.
(4) In the case
of any consolidating cooperative having a district election of delegates and a
delegate system of voting as permitted by subdivision 995(10) of this title, in
which, under its articles of association or bylaws, such delegates have
complete voting power on behalf of the membership for every purpose, except
that of their own election and the election of district directors, the vote
adopting the merger or consolidation required by subdivision (3) of this
section shall be that of not less than two-thirds of the delegates attending
and voting at such meeting. (Amended 1965, No. 89, §§ 1, 2, eff. June 10, 1965;
1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974.)