17-10-236. Merger and consolidation.

(a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with the provisions of this section or the law of the state where the surviving or new business entity will exist.

(b) To initiate a merger or consolidation of a cooperative, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board to prepare a plan. The plan shall state:

(i) The names of the constituent cooperatives and other business entities;

(ii) The name of the surviving or new cooperative or other business entity;

(iii) The manner and basis of converting membership or ownership interests of the constituent cooperatives or business entities into membership or ownership interests in the surviving or new cooperative or business entity;

(iv) The terms of the merger or consolidation;

(v) The proposed effect of the consolidation or merger on the members and patron members of the cooperative; and

(vi) For a consolidation, the plan shall contain the articles of the entity or organizational documents to be filed with the state in which the entity is organized.

(c) The following shall apply to notice:

(i) The board shall mail a merger or consolidation or otherwise transmit or deliver notice to each member. The notice shall contain:

(A) The full text of the plan; and

(B) The time and place of the meeting at which the plan will be considered.

(ii) A cooperative with more than two hundred (200) members may provide the merger or consolidation notice in the same manner as a regular members' meeting notice.

(d) The following shall apply to the adoption of a plan or merger or consolidation:

(i) A plan of merger or consolidation is adopted if:

(A) A quorum of the members is registered as being present or represented by mail vote at the meeting; and

(B) The plan is approved by two-thirds (2/3) of the votes cast, or for a cooperative with articles or bylaws requiring more than two-thirds (2/3) of the votes cast or other conditions for approval, the plan is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.

(ii) After the plan has been adopted, articles of merger or consolidation stating the plan and that the plan was adopted according to this article shall be signed by the chair, vice-chair, records officer or documents officer of each cooperative merging or consolidating;

(iii) The articles of merger or consolidation shall be filed in the office of the secretary of state;

(iv) For a merger, the articles of the surviving cooperative subject to this article are deemed amended to the extent provided in the articles of merger;

(v) Unless a later date is provided in the plan, the merger or consolidation is effective when the articles of merger or consolidation are filed in the office of the secretary of state;

(vi) The secretary of state shall issue a certificate of organization of the merged or consolidated cooperative.

(e) The following shall apply to the effect of a merger:

(i) After the effective date, the cooperatives or other business entities that are parties to the plan become a single entity. For a merger, the surviving business entity is the business entity designated in the plan. For a consolidation, the new cooperative or other business entity is the business entity provided for in the plan. Except for the surviving or new business entity, the separate existence of all business entities that are parties to the plan cease on the effective date of the merger or consolidation;

(ii) The surviving or new business entity possesses all of the rights and property of each of the merged or consolidated business entities and is responsible for all their obligations. The title to property of the merged or consolidated business entity is vested in the surviving or new business entity without reversion or impairment of the title caused by the merger or consolidation;

(iii) The right of a creditor may not be impaired by the merger or consolidation without the creditor's consent.

(f) The fee to be paid to the secretary of state for filing articles of merger or consolidation shall conform with the provisions of W.S. 17-16-122.