The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 007 : Cooperatives

Subchapter 003 : CONSOLIDATION OF COOPERATIVE ASSOCIATIONS

• § 1061. Procedure

  Two or more cooperative associations organized under, or which have adopted the provisions of subchapter 1 of this chapter, or similar laws of other states, whether having or not having capital stock, may merge or consolidate into one cooperative association which may be a new cooperative association or one of the constituent cooperatives by complying with the following requirements:

  (1) Notice of the proposed merger or consolidation, to which shall be attached a copy of the articles therefor in the form prescribed in subdivision (3) of this section, shall be mailed by each consolidating cooperative to its members, its stockholders of every class, the holders of its certificates of beneficial interest, and its former members to whom an allocated reserve is credited on its books, and published in a newspaper of general circulation in the area served by such consolidating cooperative not less than 30 days before the date of the meeting at which the consolidating cooperative acts upon such proposal.

  (2) Any present or past member of any consolidating cooperative having a property interest therein evidenced by its stock or its certificates of beneficial interest, or by an allocated reserve, may, not later than 10 days before the holding of such meeting, make a demand in writing upon the consolidating cooperative for payment of such property interest. If, upon the expiration of 60 days from the time the merger or consolidation is completed, the consolidating cooperative and all demandants have not agreed upon the value of the demandants’ interest, such consolidating cooperative shall, within 60 days thereafter, apply by petition to the Superior Court in the county where such consolidating cooperative is domiciled for the determination of the value in appropriate securities or cash, as the board of directors of the newly formed cooperative shall determine, of the interest of each demandant who has made a demand in writing for payment of his property interest, as hereinbefore set forth, and who has not agreed thereto. Such petition shall state the names and addresses of each and every person who has made demand within the time specified and in the manner above provided. The consolidating cooperative shall notify each such demandant by mailing a copy of the petition and citation by registered mail, return receipt requested, to each demandant at his address as the same appears upon the books of the consolidating cooperative or to such other address as the court shall direct. Such notice shall be in lieu of any other notice, statutory or otherwise, and shall be sufficient to bring all parties so notified and the subject matter of the petition within the jurisdiction of the court. However, within 30 days from the mailing of such copy of the petition above referred to, the demandant, at his or her option, instead of proceeding as above set forth, may have such value ascertained by three disinterested persons, one of whom shall be named by the demandant, another by the consolidating cooperative, and the third by the two so named. The findings of these appraisers shall be final, and if their award is not paid by the consolidating cooperative within 30 days after it is made and notice given to the consolidating cooperative, the award may be recovered by the demandant of the consolidating cooperative in a civil action on this statute. The suit shall be stayed pending the action of the appraisers and shall be terminated by the presiding judge as to the demandant upon the filing of the findings of the appraisers with the consolidating cooperative.

  (3) If the articles of merger or consolidation are adopted by the affirmative vote of not less than two-thirds of the members attending and voting of each consolidating cooperative voting thereon at the meeting called to consider the same, or by not less than by a two-thirds vote of its delegates if qualified as provided in subdivision (4) of this section, articles of merger or consolidation in the form adopted shall be executed under its seal and acknowledged on behalf of each consolidating cooperative by its president or vice-president. Such articles of merger or consolidation shall recite that they are executed pursuant to this subchapter and shall state:

  (A) the name of each consolidating cooperative and the address of its principal office;

  (B) the name of the new cooperative and the address of its principal office;

  (C) a statement that each consolidating cooperative agrees to the merger or consolidation;

  (D) the names and addresses of the directors of the new cooperative; and

  (E) the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, including the manner in which the members of the consolidating cooperative may or shall become members of the new cooperative; and may contain provisions, not inconsistent with law or this subchapter, which are deemed necessary or advisable for the conduct of the business of the new cooperative.

  The president or vice president and the clerk or secretary of each consolidating cooperative executing such articles of merger or consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect to such articles were duly complied with by such cooperative.

  (4) In the case of any consolidating cooperative having a district election of delegates and a delegate system of voting as permitted by subdivision 995(10) of this title, in which, under its articles of incorporation or bylaws, such delegates have complete voting power on behalf of the membership for every purpose, except that of their own election and the election of district directors, the vote adopting the merger or consolidation required by subdivision (3) of this section shall be that of not less than two- thirds of the delegates attending and voting at such meeting. (Amended 1965, No. 89, §§ 1, 2, eff. June 10, 1965; 1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974; 2023, No. 85 (Adj. Sess.), § 15, eff. July 1, 2024.)