KRS 272A.16-040: Merger.

(1) One (1) or more limited cooperative associations may merge with one (1) or more

other limited cooperative associations, and one (1) or more business corporations or

limited liability companies may merge with and into a limited cooperative

association pursuant to this subchapter and a plan of merger if:

(a) The governing statute of each of the other entities authorizes the merger;

(b) The merger is not prohibited by the law of a jurisdiction that enacted any of

those governing statutes; and

(c) Each of the o ther entities complies with its governing statute in effecting the

merger.

(2) A plan of merger shall be in a record and shall include:

(a) The name and form of each constituent entity;

(b) The name of the surviving entity, which shall be a limited coopera tive

association, and, if the surviving entity is to be created by the merger, a

statement to that effect;

(c) The terms and conditions of the merger, including the manner and basis for

converting the interests in each constituent entity into any combinati on of

money, interests in the surviving entity, and other consideration;

(d) If the surviving entity is to be created by the merger, the surviving entity's

organic rules;

(e) If the surviving entity is not to be created by the merger, any amendments to

be made by the merger to the surviving entity's organic rules; and

(f) If a member of a constituent limited cooperative association will have

personal liability with respect to a surviving entity, the identity of the member

by descriptive class or other reasonable manner.