§1061. Procedure

Link to law: http://legislature.vermont.gov/statutes/section/11/007/01061
Published: 2015


The Vermont Statutes Online



Corporations, Partnerships and 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


(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.)
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