193.801 Merger and consolidation.

(1) Authorization. Unless otherwise prohibited and except as otherwise provided in this subsection, a cooperative may merge or consolidate with a business entity by complying with this section and the applicable law of the jurisdiction under whose laws the surviving business entity will be organized. A cooperative may not merge or consolidate with a business entity organized under the laws of this state, other than an association, unless the law governing the business entity specifically authorizes merger or consolidation with a cooperative.

(2) Plan. To initiate a merger or consolidation, the board shall prepare a written plan stating all of the following:

(a) The name of the cooperative and each business entity that is party to the merger or consolidation.

(b) The name of the business entity that will survive the merger or consolidation.

(c) The manner and basis of converting membership or ownership interests in the cooperative and each business entity that is party to the merger or consolidation into membership or ownership interests in the surviving business entity, money, or other property.

(d) The terms of the merger or consolidation.

(e) The proposed effect of the merger or consolidation on the members of each association that is party to the merger or consolidation.

(f) For a consolidation, the contents of the articles or other organizational documents of the surviving business entity which will be filed with the jurisdiction in which the surviving business entity is organized.

(3) Notice.

(a) The board shall give notice of the merger or consolidation to each member. The notice shall contain all of the following:

1. The full text of the plan under sub. (2).

2. The time and place of the meeting at which the plan will be considered.

(b) A cooperative with more than 200 members may provide the notice in the same manner as notice of a regular members' meeting.

(4) Adoption of plan; articles of merger or consolidation.

(a) If a quorum of the members eligible to vote is registered as being present or represented by alternative vote at the meeting specified in the notice under sub. (3), the plan of merger or consolidation may be adopted by the following means, as applicable:

1. By a majority of the votes cast.

2. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.

(b) If a plan is adopted under par. (a), the chairperson, vice-chairperson, records officer, or documents officer of each association that is party to the merger or consolidation shall execute articles of merger or consolidation which state the plan and the fact that the plan was adopted. The business entity surviving the merger or consolidation shall file the articles of merger with the department. If the business entity surviving the merger or consolidation is organized under the laws of this state, the department shall issue a certificate of organization to the business entity.

History: 2005 a. 441.