16-16-1608 - Approval or abandonment of merger by members.
16-16-1608. Approval or abandonment of merger by members.
(1) Subject to Subsections (2) and (3), a plan of merger shall be approved by:
(a) at least two-thirds of the voting power of members present at a members meetingcalled under Subsection 16-16-1607(2); and
(b) if the limited cooperative association has investor members, at least a majority of thevotes cast by patron members, unless the organic rules require a greater percentage vote bypatron members.
(2) The organic rules may provide that the percentage of votes under Subsection (1)(a) is:
(a) a different percentage that is not less than a majority of members voting at themeeting;
(b) measured against the voting power of all members; or
(c) a combination of Subsections (2)(a) and (b).
(3) The vote required to approve a plan of merger may not be less than the vote requiredfor the members of the limited cooperative association to amend the articles of organization.
(4) Consent in a record to a plan of merger by a member shall be delivered to the limitedcooperative association before delivery of articles of merger for filing pursuant to Section16-16-1609 if as a result of the merger the member will have:
(a) personal liability for an obligation of the association; or
(b) an obligation or liability for an additional contribution.
(5) Subject to Subsection (4) and any contractual rights, after a merger is approved, andat any time before the effective date of the merger, a limited cooperative association that is aparty to the merger may approve an amendment to the plan of merger or approve abandonment ofthe planned merger:
(a) as provided in the plan; and
(b) except as prohibited by the plan, with the same affirmative vote of the board ofdirectors and of the members as was required to approve the plan.
(6) The voting requirements for districts, classes, or voting groups under Section16-16-404 apply to approval of a merger under this part.
Amended by Chapter 378, 2010 General Session