Section 1: Supersedes Inconsistent Articles and By-Laws.
The provisions of this Article IX shall supersede all other inconsistent provisions of the Articles or By-Laws of the Cooperative, and shall govern the interpretation and application of all matters within the scope of this Article IX.
Section 2: Scope.
The provisions of this Article IX shall apply whenever any of the following transactions are proposed or considered by the Cooperative:
(a.) a sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the Cooperative to any person, partnership or unincorporated association, or with a domestic or foreign corporation subject to Oregon Revised Statutes Chapter 57; or
(b.) a voluntary dissolution of the Cooperative; or
(c.) a merger of the Cooperative with or consolidation into a domestic or foreign corporation subject to Oregon Revised Statutes Chapter 57; or
(d.) conversion of the Cooperative into a business corporation subject to Oregon Revised Statutes Chapter 57.
Section 3: Requirements.
(a.) Any action within the scope of Section 2 of this Article shall require the affirmative vote of at least two-thirds of all the directors of the Cooperative.
(b.) If the Board of Directors shall resolve to submit to the members for a vote at any annual or special meeting any proposal or recommendation within the scope of Section 2, of this Article IX, no meeting of the members shall be called or held for the purpose of voting on any such proposal or recommendation for at least 180 days after the date of such resolution. The purpose of this waiting period is to permit the Cooperative’s membership to become informed on the issue. As soon as practicable after the date the Board adopts any proposal or recommendation referred to herein, the Board shall give written notice to each member of the following:
- The full text and date of the Board’s resolution; and
- An objective explanation of the proposed action which is the subject of the resolution.
(c.) Ten percent of the membership, present in person, shall be necessary for a quorum at any regular or special meeting at which the members will vote on any matter within the scope of Section 2 of this Article IX.
(d.) No member’s vote may be cast by proxy on any motion within the scope of Section 2 of this Article IX.
(e.) An affirmative vote of two-thirds of all members of the Cooperative is required to approve any action within the scope of Section 2 of this Article IX.
Section 4: Severability.
In the event any provision, condition or part of this Article shall be finally determined by a court of competent jurisdiction to be invalid, void or voidable, the remaining provisions and conditions shall be and remain in full force and effect.