§ 54-164. Merger or consolidation of domestic and foreign associations.
§54‑164. Merger or consolidation of domestic and foreign associations.
(a) One or moredomestic associations organized under this Subchapter and one or more foreigncorporations engaging in any activity such as is described in G.S. 54‑132,and which is a nonprofit cooperative in the sense that the term"nonprofit" is used in G.S. 54‑ 130, may be merged orconsolidated into an association of this State or an association or corporationof another state if such merger or consolidation is permitted by the laws ofthe state under which each such foreign association or corporation isorganized.
(b) Each domesticassociation shall comply with the provisions of this Article with respect tothe merger or consolidation, as the case may be, of domestic associations, andeach foreign association or corporation shall comply with the applicableprovisions of the laws of the state under which it is organized.
(c) If the surviving ornew association or corporation, as the case may be, is an association orcorporation of any state other than this State, it shall comply with theprovisions of this Subchapter with respect to foreign corporations if it is totransact business in this State; and if after the merger or consolidation ittransacts no business in this State, the courts of this State shall havejurisdiction in actions to enforce any obligation of any constituentassociation of this State and process therein may be served as provided in G.S.55‑145.
(d) The effect of suchmerger or consolidation shall be the same as in the case of the merger orconsolidation of domestic associations, if the surviving or new corporation isto be an association of this State. If the surviving or new association orcorporation is to be an association or corporation of any state other than thisState, the effect of such merger or consolidation shall be the same as in thecase of the merger or consolidation of domestic associations except insofar asthe laws of such other state provide otherwise.
(e) If the new orsurviving association or corporation is not an association of this State, thennotwithstanding anything in the foregoing provisions of this section:
(1) The rights of anymember of any constituent association that is an association of this State toreceive notice of objectors' rights, to file his objection, upon such objectionto demand and receive payment of the fair market value of his stock or otherproperty rights or interests in the association, or to avail himself of anyequitable relief to which he would be entitled if the surviving or newassociation or corporation were an association of this State, shall not beimpaired; and
(2) The courts of thisState shall have jurisdiction in actions to enforce the aforesaid rightsagainst the surviving or new association or corporation regardless of whetheror not said association or corporation is otherwise subject to the jurisdictionof the courts of this State and in any such action service of process may bemade in the manner provided in G.S. 55‑145 that would be applicable ifsaid association or corporation were transacting business in this State. (1963,c. 1168, s. 13.)