Plan of merger.

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(1) A domestic limited cooperative association may become a party to a merger under this section and RCW 23.100.1308 and 23.100.1310 through 23.100.1313 by approving a plan of merger. The plan must be in a record and contain:

(a) As to each merging cooperative association, its name, jurisdiction of formation, and type of cooperative association;

(b) If the surviving cooperative association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation, and type of association;

(c) The manner of converting the interests in each party to the merger into interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing;

(d) If the surviving cooperative association exists before the merger, any proposed amendments to:

(i) Its public organic record, if any; and

(ii) Its private organic rules that are, or are proposed to be, in a record;

(e) If the surviving cooperative association is to be created in the merger:

(i) Its proposed public organic record, if any; and

(ii) The full text of its private organic rules that are proposed to be in a record;

(f) The other terms and conditions of the merger; and

(g) Any other provision required by the law of a merging cooperative association's jurisdiction of formation or the organic rules of a merging cooperative association.

(2) In addition to the requirements of subsection (1) of this section, a plan of merger may contain any other provision not prohibited by law.

[ 2019 c 37 § 1309.]


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