(1) The method of merger of two or more cannabis credit co-ops is as follows:
(a) (I) The board of directors of each merging co-op shall:
(A) Approve a plan for the proposed merger; and
(B) Authorize representatives of each co-op to act on each co-op's behalf to bring about the merger.
(II) The plan must include information that the commissioner deems appropriate.
(b) Upon approval of the merger plan by each board of directors for each co-op involved in the transaction, the co-ops shall submit the merger plan, together with the resolutions of each board of directors, to the commissioner. If the commissioner determines that the merger plan complies with this article and any applicable rules, the commissioner may approve the merger plan, subject to such other specific requirements as may be prescribed to fulfill the intended purposes of the proposed merger.
(c) The boards of directors of each co-op involved shall call a meeting of the members of each co-op involved for the purpose of considering a merger. The boards of directors shall give notice of the meeting, including purpose, date, time, place, and ballot of the merger plan, to the entire membership. At the meeting, at least two-thirds of the members present and voting must approve the proposed merger. If any member approves or disapproves the merger by returning a ballot, signed by the member, to the secretary of the co-op at or before the meeting, the ballot for all purposes of this section is equivalent to the vote of the member at the meeting, notwithstanding that the member is not then present.
(2) Upon approval of the merger by the members of the co-op, the merger shall be consummated in the following manner:
(a) The duly authorized representatives of each co-op shall execute, in duplicate, a certificate of merger stating:
(I) That the board of directors of each co-op has approved the merger;
(II) That at least two-thirds of the voting members of each merging co-op have approved the terms and conditions of the proposed merger at a meeting of the members called for that purpose; and
(III) The name and location of the continuing co-op.
(b) The continuing co-op shall prepare and adopt any bylaw amendments required by the board, consistent with this article, and execute the amendments in duplicate.
(c) The continuing board of directors shall file the certificate provided for in paragraph (a) of this subsection (2) and any required bylaw amendments, both executed in duplicate, to the commissioner.
(3) If the commissioner approves the certificate and bylaw amendments, the commissioner shall so notify the representatives and shall issue a certificate of approval, attach it to the duplicate certificate of merger, and return them to the representatives of the participating co-ops together with the duplicate of the bylaw amendments.
(4) The continuing co-op shall file the duplicate of the certificate of merger with the commissioner's certificate of approval attached with the secretary of state, who shall make a record of the certificate and return it, with the secretary's certificate of record attached, to the commissioner for permanent record. The fee for the filing shall be determined and collected pursuant to section 24-21-104 (3), C.R.S.
(5) Upon compliance with all requirements of subsections (1) to (4) of this section, the participating co-ops are merged, and the continuing co-op shall take over the assets and assume all the liabilities of the participating co-ops.