| (1) |
Subject to Subsections (2) and (3), a plan of merger shall be approved by:
Terms Used In Utah Code 16-16-1608- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
| (a) |
at least two-thirds of the voting power of members present at a members meeting called under Subsection 16-16-1607(2); and |
| (b) |
if the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members. |
|
| (2) |
The organic rules may provide that the percentage of votes under Subsection (1)(a) is:
| (a) |
a different percentage that is not less than a majority of members voting at the meeting; |
| (b) |
measured against the voting power of all members; or |
| (c) |
a combination of Subsections (2)(a) and (b). |
|
| (3) |
The vote required to approve a plan of merger may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization. |
| (4) |
Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to Section 16-16-1609 if as a result of the merger the member will have:
| (a) |
personal liability for an obligation of the association; or |
| (b) |
an obligation or liability for an additional contribution. |
|
| (5) |
Subject to Subsection (4) and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
| (a) |
as provided in the plan; and |
| (b) |
except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan. |
|
| (6) |
The voting requirements for districts, classes, or voting groups under Section 16-16-404 apply to approval of a merger under this part. |
Amended by Chapter 378, 2010 General Session
