{"data":{"id":"us-ky/krs-272.311","jurisdiction":"us-ky","citation":"KRS 272.311","heading":"Merger or consolidation -- Procedures -- Articles to be filed and recorded -","body":"- Contents -- Effect.\n(1) A plan of merger or consolidation shall be adopted in the following manner:\n(a) The board of each merging or consolidating association shall adopt a\nresolution approving the proposed plan, and directing that it be submitted to a\nvote at a meeting of the association members, which may be at either an\nannual or a special meeting. Written or printed notice of the meeting shall be\ngiven to each member of t he association entitled to vote at such meeting. The\nnotice shall state that the proposed plan of merger or consolidation will be\nconsidered and acted upon at the meeting, and a copy or a summary of the\nplan of merger or plan of consolidation shall be incl uded in or enclosed with\nsuch notice. Each notice shall be mailed by first -class mail at such time that\nnot less than ten (10) full days shall elapse between the date of mailing the\nnotice and the date of the meeting, and shall be mailed to each member of the\nassociation at his last known address as it appears on the records of the\nassociation. The proposed plan shall be adopted by the affirmative vote of not\nless than two -thirds (2/3) of the votes entitled to be cast by members present\nin person, or by pro xy (if permitted by the bylaws), and voting at such\nmeeting;\n(b) By the affirmative vote of not less than two -thirds (2/3) of its members, the\nboard of directors of a parent association may approve on behalf of a wholly -\nowned subsidiary association a plan of merger or consolidation; and\n(c) After the approval by the members, and at any time prior to the filing of\narticles of merger or articles of consolidation, the merger or consolidation may\nbe abandoned pursuant to provisions set forth in the plan of merg er or\nconsolidation.\n(2) Upon the approval of the members, articles of merger or articles of consolidation\nshall be executed, filed and recorded as provided in KRS 271B.11 -050. A copy of\nthe articles of merger or articles of consolidation endorsed by the Secretary of State,\nwith the fact and time of recording in his office, shall be filed with the dean of the\nCollege of Agriculture of the University of Kentucky and with the Commissioner,\nDepartment of Agriculture.\n(3) The articles of merger or the articles of consolidation shall set forth:\n(a) The plan of merger or the plan of consolidation; and\n(b) A statement setting forth the date of the meeting of the members of each\nassociation at which the plan was adopted; that the meeting was duly called\nand that a quorum was present; and that such plan received an affirmative vote\nof not less than two-thirds (2/3) of the votes entitled to be cast by members.\n(4) The time when the merger or consolidation is effected is determined by the\nprovisions of KRS 271B.11-060.\n(5) When the merger or consolidation has been effected:\n(a) The several associations, parties to the plan of merger or plan of\nconsolidation, shall be a single association which, in the case of a merger,\nshall be the association designated as the surviving  association, and, in the\ncase of a consolidation, shall be the new association;\n(b) The separate existence of all associations which are parties to the plan of\nmerger or plan of consolidation, except the surviving association or new\nassociation, shall cease;\n(c) The surviving association or new association shall have all the rights,\nprivileges, franchises, immunities, and powers and shall be subject to all the\nduties and liabilities of an association organized under KRS 272.101 to\n272.341;\n(d) The survivin g association or new association shall, to the extent consistent\nwith its articles of incorporation as established or changed by the merger or\nconsolidation, possess all the rights, privileges, immunities, and franchises, of\nboth public and private nature,  of each of the merging or consolidating\nassociations; and all property, real, personal and mixed; and all debts due on\nany account; and all choses in action; and every other interest, of or belonging\nto or due to each of the associations so merged or cons olidated, shall be taken\nand deemed to be transferred to and vested in such surviving association or\nnew association without further act or deed; and the title to any real estate,\nwheresoever situated, or any interest therein, shall vest in the surviving\nassociation or new association and shall not revert or be in any way impaired\nby reason of the merger or consolidation;\n(e) The surviving association or new association shall be responsible for all the\nliabilities, contracts or other obliga tions and penalties of each of the\nassociations so merged or consolidated; and any claim existing or action or\nproceeding, civil or criminal, pending by or against any of the associations\nmay be prosecuted as if the merger or consolidation had not taken place, or the\nsurviving association or new association may be substituted in its place; and\nany judgments rendered against any of the merged or consolidated\nassociations may be enforced against the surviving association or new\nassociation. Neither the rights  of creditors nor any liens upon the property of\nany merged or consolidated association shall be impaired by the merger or\nconsolidation; and\n(f) The articles of incorporation of a surviving association shall be deemed to be\namended to the extent, if any, that changes in its articles of incorporation are\nstated in the plan of merger. The articles of consolidation of a new association\nshall be deemed to be its articles of incorporation.","path":["KRS Chapter 272"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13556","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:21Z","sha256":"f306f34f36fca43705612b1a0c41745bcddfe14173c1aa9e0dc096aaae38e57a","source_id":"us-ky","stale":false,"prev":"us-ky/krs-272.310","next":"us-ky/krs-272.315"},"notice":"GroundRules: Original legal text. Not legal advice."}