Effective - 28 Aug 2011
351.1156. Subsidiaries, merger with parent, when, procedure — certificate of merger required. — 1. A parent cooperative owning at least ninety percent of the outstanding ownership interests in a subsidiary business entity, whether directly or indirectly through related organizations, may merge the subsidiary business entity into itself or into any other subsidiary of which at least ninety percent of the outstanding ownership interests is owned by the parent cooperative, whether directly or indirectly through related organizations, without a vote of the members of itself or any subsidiary business entity or may merge itself, or itself and one or more of the subsidiary business entities, into one of the subsidiary business entities under this section. A resolution approved by the affirmative vote of a majority of the directors of the parent cooperative present shall set forth a plan of merger that contains:
(1) The name and states of domicile of the subsidiary business entity or entities, the name of the parent, and the name of the surviving entity;
(2) The manner and basis of converting the ownership interests of the subsidiary business entity or business entities or parent into ownership interests of the parent, subsidiary, or other business entity or, in the whole or in part, into money or other property;
(3) If the parent is a merging entity, a provision for the pro rata issuance of ownership interests of the surviving entity to the holders of membership interests of the parent on surrender of any certificates for shares of the parent;
(4) If the surviving entity is a subsidiary, a statement of any amendments to the articles of incorporation, organization or association, as the case may be, of the surviving entity that will be part of the merger;
(5) If the parent is the surviving entity, it may change its cooperative name, without a vote of its members, by the inclusion of a provision to that effect in the resolution of merger setting forth the plan of merger that is approved by the affirmative vote of a majority of the directors of the parent. Upon the effective date of the merger, the name of the parent shall be changed; and
(6) If the parent is a merging entity, the resolution is not effective unless it is also approved by the affirmative vote of the holders of two-thirds of the voting power of all membership interests of the parent entitled to vote at a regular or special members' meeting if the parent is a cooperative, or in accordance with the laws under which it is organized if the parent is another domestic business entity or a foreign business entity or cooperative.
2. Notice of the action, including a copy of the plan of merger, shall be given to each member, other than the parent and any subsidiary of each subsidiary that is a constituent cooperative in the merger before, or within ten days after, the effective date of the merger.
3. Articles of merger shall be prepared that contain:
(1) The name and states of domicile of each merging entity and the name and states of domicile of the surviving entity;
(2) The plan of merger; and
(3) A statement that the plan of merger has been approved by the parent under this section.
4. The articles of merger shall be signed on behalf of the parent and filed with the secretary of state.
5. The secretary of state shall issue a certificate of merger to the surviving entity or its legal representative.
--------
(L. 2011 S.B. 366)