23.86.220 - Merger of cooperative association with one or more cooperative associations or business corporations -- Procedure.

Merger of cooperative association with one or more cooperative associations or business corporations — Procedure.

(1) A cooperative association may merge with one or more domestic cooperative associations, or with one or more domestic ordinary business corporations, in accordance with the procedures and subject to the conditions set forth or referred to in this section.

     (2) If the merger is into another domestic cooperative association, the board of directors of each of the associations shall approve by vote of not less than two-thirds of all the directors, a plan of merger setting forth:

     (a) The names of the associations proposing to merge;

     (b) The name of the association which is to be the surviving association in the merger;

     (c) The terms and conditions of the proposed merger;

     (d) The manner and basis of converting the shares of each merging association into shares or other securities or obligations of the surviving association;

     (e) A statement of any changes in the articles of incorporation of the surviving association to be effected by such merger; and

     (f) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

     (3) Following approval by the boards of directors, the plan of merger shall be submitted to a vote of the members of each of the associations at any regular meeting or at any special meetings called for that purpose, after notice of the proposed merger has been given to all members entitled to vote thereon, in the manner provided in the bylaws. The notice of the meeting shall be in writing stating the purpose or purposes of the meeting and include or be accompanied by a copy or summary of the plan of merger. At the meeting members may vote upon the proposed merger in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon, by each association, shall be required for approval of the plan of merger. If the total vote of either association upon the proposed merger shall be less than twenty-five percent of the total membership of such association, the merger shall not be approved.

     (4) Upon approval by the members of the associations proposing to merge, articles of merger shall be executed in duplicate by each association by an officer of each association, and shall set forth:

     (a) The plan of merger;

     (b) As to each association, the number of members and, if there is capital stock, the number of shares outstanding; and

     (c) As to each association, the number of members who voted for and against such plan, respectively.

     (5) Duplicate originals of the articles of merger shall be delivered to the secretary of state. If the secretary of state finds that such articles conform to law, the secretary of state shall, when all fees have been paid as in this section prescribed:

     (a) Endorse on each of such originals the word "Filed", and the effective date of such filing;

     (b) File one of such originals; and

     (c) Issue a certificate of merger to which one of such originals shall be affixed.

     (6) The certificate of merger, together with the duplicate original of the articles of merger affixed thereto by the secretary of state shall be returned to the surviving association or its representative.

     (7) For filing articles of merger hereunder the secretary of state shall charge and collect the same fees as apply to filing of articles of merger of ordinary business corporations.

     (8) If the plan of merger is for merger of the cooperative association into a domestic ordinary business corporation, the association shall follow the same procedures as hereinabove provided for merger of domestic cooperative associations and the ordinary business corporation shall follow the applicable procedures set forth in RCW 23B.07.050 and chapter 23B.11 RCW.

     (9) At any time prior to filing of the articles of merger, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.

[1991 c 72 § 19; 1989 c 307 § 28; 1982 c 35 § 176; 1981 c 297 § 35; 1971 ex.s. c 221 § 3.]

Notes: Legislative finding -- 1989 c 307: See note following RCW 23.86.007.

Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

Severability -- 1981 c 297: See note following RCW 15.36.201.