The Key West citizen. [volume] (Key West, Fla.) 1879-current, 1939-09-07

president or NlCe-preSlQent unQef It's
seal attested by its secretary, in the
Office of the Secretary of State and
also in each county office in which
its articles of Incorporation or any
prior certificate of change of prin-
cipal office of such cooperative has
been filed. Such cooperative shall
also. within thirty 900 days after
the filing of such certificate of
change OF principal office in any ny
copies of its articles of Incorporation
and all amendments thereto, if the
same are not already on file therein
Sec. Is. CONSOLIDATION. -
ANY two or more cooperativeS, each
of which is hereinafter designated a
consolidating cooperative may
consolidate into a new cooperative,
hereinafter designated the new CO.
operative" by complying with the
following requirements:
(a) The proposition for the con-
solidation of the consolidating CO.
operatives into the new cooperative
and proposed articles of consolidation
to give effect thereto shall be the
first approved by the board of trus-
tees of each consolidating coopera-
tive. The proposed articles of con-
Solidation shall recite in the caption
that they are executed pursuant to
this Act and shall state: "a the
name of each consolidating coopera-
i've the address of it's principal Of
flee. and the date of the filing of
its articles of Incorporation in the
office of the Secretary of State;
90 the name of the new coopera-
tive and the address of its principal
office: 90 the names and addresses
of the persons who shall constitute
the first board of trustees of the
new Cooperative: (4D the terms and
conditions of the consolidation and
the mode of carrying the same into
effect. including the manner and
basis of converting membership in
each consolidating cooperative into
memberships in the new cooperative
and the issuance of certificates of
membership in respect of such con-
verted memberships; and go any
provisions not inconsistent with this
Act deemed necessary or advisable
for the conduct of the business and
affairs of the new cooperative; (b)
The proposition for the consolidation
of the consolidating cooperatives in
to the new cooperative and the
proposed articles of consolidation APP
proved by the board of trustees of
each consolidating cooperative shall
then be submitted to a vote of the
members thereof at any annual or
special meeting thereof, the notice
of which shall set forth full partic-
ulars concerning the proposed con-
solidation. The proposed consolida-
ton and the proposed articles of con-
solidation shall be deemed to be ap-
proved upon the affirmative vote
of not less than two-thirds of those
members of each consolidating COOP
erative voting thereon at such meet
ing; and Co Upon such approval by
the members of the respective con-
solidating cooperativeS, articles of
consolidation in the form approved
shall be executed and acknowledged
on behalf of each consolidating CO.
operative by its president or vice
president and it's seal shall be af-
fixed thereto and attested by its
secretary. The president or vice
president of each consolidating CO.
operative executing such articles of
consolidation shall also make and an
mex thereto an affidavit stating that
the provisions of this section were
duly compiled with by such coopera-
tive. Such articles of consolidation
and affidavits shall be submitted
to the Secretary of State for filing
as provided in this Act
Sec. IA. MERGER.-Any one or
more cooperatives, each of which
is hereinafter designated merging
cooperative" may merge into an
mated the Surviving cooperative"
by complying with the following re-
uuirementS:
(a) The proposition for the merger
of the merging cooperatives into the
surviving cooperative and proposed
articles of merger to give effect
thereto shall be first approved by
the board of trustees of each merg-
ing cooperative and by the board
al
tive. The proposed articles of mer-
ger shall recite in the caption that
they are executed pursuant to this
Act and shall state: % the name of
each merging cooperative, the adj
dress of its principal office, the date
of the filing of its articles of incor-
portaion in the Office of the Secretary
of State;
(2) the name of the surviving CO.
operative and the address of it's prin-
cipal Office; 90 a statement that
the merging cooperatives elect to be
merged into the surviving coopera-
tive; (4 the names and addresses of
the persons who shall constitute the
board of trustees of the surviving
annual meeting of the members
thereof: go the terms and condi-
lions of the merger and the mode of
carrying the same into effect, in
Guiding the manner and basis of con-
verting the memberships in the mer-
glng cooperative or cooperatives in
to memberships in the surviving CO.
operative and the issuance of certif-
1cateS of membership in respect of
such converted memberships; and go
any provisions not inconsistent with
this Act deemed necessary or adj
visable for the conduct of the bust
ness and affidavits of the surviving
cooperatives; (b) the proposition for
the merger of the merging coopera-
tives into the surviving cooperative
and the proposed articles of merger
approved by the board of trustees
of the respective cooperatives, par
ties to the proposed merger, shall
then be submitted to a vote of the
members of each such cooperative
at any annual or special meeting
thereof. the notice of which shall set
forth full particulars concerning the
proposed merger The proposed
merger and the proposed articles of
merger shall be deemed to be ap-
proved upon the affirmative vote of
not less than two-thirds of those
members of each cooperative voting
thereon at such meeting; and
tc) Upon such approval by the
members of the respective coopera-
tives: parties to the proposed merger,
dIHSlSs VI uieISer III the form APP
proved shall be executed and ac-
knowledged on behalf Of each such
cooperative by its president or vice
president and its seal shall be affixed
thereto and attested by its secre-
tary. The president or vice-presi-
dent of each cooperative executing
such articles of merger shall also
make and annex thereto an affidavit
stating that the provisions of this
section were duly complied with by
such cooperative. Such articles of
merger and affidavits shall be sub
mitted to the Secretary of State for
filing as provided in this Act
Sec. Is. EFFECT OF CONSOLE
M A TIGAr On