KRS 272A.16-060: Approval of merger -- Abandonment.

(1) Subject to subsections (2) and (3) of this section, a plan of merger shall be approved

by:

(a) At least two-thirds (2/3) of the voting power of members present at a members

meeting called under KRS 272A.16-050; and

(b) 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.

(2) The organic rules may provide that the percentage of votes under subsection (1)(a)

of this section is:

(a) A different percentage that is not less than a majority of members voting at the

meeting;

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection.

(3) The vote required to approv e 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 association.

(4) Consent in a record to a plan of merger by a member shall be delivered to the

limited cooperative a ssociation before delivery of articles of merger for filing

pursuant to KRS 272A.16-070 if, as a result of the merger, the member will have:

(a) Personal liability for an obligation of the association; or

(b) An obligation or liability for an additional contribution.

(5) Subject to subsection (4) 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 amendm ent to

the plan of merger or approve abandonment of the planned merger:

(a) As provided in the plan; and

(b) 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.

(6) The voting requirements for districts, classes, or voting groups under KRS 272A.4 -

040 apply to approval of a merger.