For the purposes of this subchapter, the term:
(1) "Constituent limited cooperative association" or "constituent association" means a limited cooperative association or foreign limited cooperative association that is a party to a merger.
(2) "Surviving limited cooperative association" or "surviving association" means a limited cooperative association or foreign limited cooperative association into which one or more other domestic associations or foreign cooperatives associations are merged, whether the domestic or foreign association existed before the merger or is created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1601 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) One or more constituent limited cooperative associations may merge with one or more other constituent associations pursuant to this subchapter and a plan of merger. If any of the constituent associations is a foreign cooperative association, the law of the jurisdiction in which it was formed shall authorize the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and jurisdiction of organization of each constituent limited cooperative association;
(2) The name and jurisdiction of organization of the surviving limited cooperative association;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent association into any combination of money, interests in any entity, and other consideration;
(4) If the surviving association is to be created by the merger, the surviving association's organic rules; and
(5) If the surviving association is not to be created by the merger, any amendments to be made by the merger to the surviving association's organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1606 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) For a limited cooperative association to merge with another constituent limited cooperative association, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association's organic rules.
(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(1) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(2) A recommendation that the members approve the plan of merger or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis for that determination;
(3) A statement of any condition of the board's submission of the plan of merger to the members; and
(4) Notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1607 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:
(1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1015.03(b); and
(2) 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.
(b) The organic rules may provide that the percentage of votes under subsection (a)(1) of this section shall be:
(1) A different percentage that is not less than a majority of members voting at the meeting;
(2) Measured against the voting power of all members; or
(3) A combination of paragraphs (1) and (2) of this subsection.
(c) The vote required to approve a plan of merger shall not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(d) 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 § 29-1015.05 if as a result of the merger the member will have an obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section 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:
(1) As provided in the plan; and
(2) 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.
(f) The voting requirements for districts, classes, or voting groups under § 29-1004.04 shall apply to approval of a merger under this subchapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1608 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) After each constituent limited cooperative association has approved a merger, articles of merger shall be signed on behalf of each constituent association by an authorized representative.
(b) The articles of merger shall include:
(1) The name of each constituent limited cooperative association and the jurisdiction under the laws of which it is organized;
(2) The name of the surviving limited cooperative association, the jurisdiction under the laws of which it is organized, and, if the surviving association is created by the merger, a statement to that effect;
(3) The date the merger is to be effective;
(4) If the surviving association is to be created by the merger and will be a domestic limited cooperative association, the limited cooperative association's articles of organization;
(5) If the surviving association is not created by the merger and is a domestic limited cooperative association, any amendments provided for in the plan of merger to its articles of organization;
(6) A statement as to each constituent association that the merger was approved as required by its organic law;
(7) If the surviving association is a foreign cooperative not authorized to do business in the District, the street address and, if different, mailing address of an office which the Mayor may use for the purposes of § 29-104.12; and
(8) Any additional information required by the organic law of any constituent association.
(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Mayor for filing.
(d) A merger shall be effective under this subchapter upon the later of:
(1) Compliance with subsection (c) of this section; or
(2) Subject to § 29-102.03, as specified in the articles of merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1609 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) When a merger becomes effective:
(1) The surviving limited cooperative association shall continue or come into existence;
(2) Each constituent limited cooperative association that merges into the surviving association shall cease to exist as a separate entity;
(3) All property owned by each constituent association that ceases to exist shall vest in the surviving association;
(4) All debts, liabilities, and other obligations of each constituent association that ceases to exist shall continue as obligations of the surviving association;
(5) An action or proceeding pending by or against any constituent association that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent association that ceases to exist shall vest in the surviving association;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan shall take effect;
(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger shall not dissolve the association for purposes of subchapter XII of this chapter;
(9) If the surviving association is created by the merger, the articles of organization shall become effective; and
(10) If the surviving association is not created by the merger, any amendments made by the articles of merger for the articles of organization of the surviving association shall become effective.
(b) A surviving limited cooperative association that is organized under the laws of a jurisdiction other than the District consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited cooperative association if, before the merger, the constituent association was subject to suit in the District on the obligation. A surviving association that is organized under the laws of a jurisdiction other than the District and not authorized to do business in the District may be served with process in the same manner and with the same consequences as in § 29-104.12.
(c) A merger in which a limited cooperative and another form of entity are parties shall be governed by Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1610 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Constituent limited cooperative associations may agree to call a merger a consolidation under this subchapter.
(b) All provisions governing mergers or using the term merger in this chapter shall apply equally to mergers that the constituent associations choose to call consolidations under subsection (a) of his section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1611 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
This subchapter shall not prohibit a limited cooperative association from being merged under law other than this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1612 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
