Sec. 10.25.280. Effect of consolidation or merger.

215 words·~1 min read·/ak/title-10/chapter-25/10-25-280

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)In the case of a consolidation the existence of the consolidating cooperatives ceases and the articles of consolidation are the articles of incorporation of the new cooperative. In the case of a merger the separate existence of the merging cooperatives ceases and the articles of incorporation of the surviving cooperative are amended to the extent that changes are provided for in the articles of merger.

(b)The rights, privileges, immunities, and franchises, and all real and personal property including, without limitation, applications for membership, all debts due on whatever account, and all other choses in action, of the consolidating or merging cooperatives are transferred to and vested in the new consolidated or surviving cooperative without further act or deed.

(c)The new consolidated or surviving cooperative is responsible and liable for the liabilities and obligations of each of the consolidating or merging cooperatives and a claim existing or action or proceeding pending by or against the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new consolidated or surviving cooperative may be substituted in its place.

(d)Neither the rights of creditors nor liens upon the property of the cooperatives are impaired by the consolidation or merger.