4:13-10. Merger or consolidation of associations

289 words·~1 min read·/nj/title-4/chapter-13/4-13-10

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

Whenever any two or more associations incorporated or authorized to transact business under the provisions of this act desire to merge or consolidate into a single new association, the directors thereof shall enter into a joint agreement therefor which shall contain and all the terms of the merger or consolidation and set forth, with regard to the new association, the facts required to be set forth in original certificates of incorporation of associations.

In the case of a merger or consolidation the certificate of incorporation of a surviving or successor association shall be deemed to be amended or supplemented to the extent, if any, that changes in such certificates are stated in the merger or consolidation agreement and shall be deemed to be the Articles of Incorporation of the surviving association.

The joint agreement shall be submitted to the members of each association concerned at separate meetings called upon 10 days' notice in writing for that purpose and if it is adopted by the vote of a majority of the members of each association present at each meeting, then a copy thereof, duly certified by the president and secretary of each association, shall be filed in the office of the Secretary of State and a certified copy filed with the Secretary of Agriculture together with a filing fee of $5.00 payable to the New Jersey Department of Agriculture.

In the case of an association which has adopted the delegate plan of voting, the vote to be taken as provided herein may be taken at a meeting of the delegates and the required vote shall be a majority of the delegates present and voting.

Amended by L.1966, c. 286, s. 10; L.1971, c. 324, s. 5, eff. Oct. 28, 1971.