The Farmers Association Act Article 11-2

Before applying to merge under the provisions of Paragraph 1 of the preceding Article, the Farmers’ Associations shall jointly form a merger preparation committee to produce a merger plan and agreement, which, after being be submitted to their respective boards of directors for review, and along with their respective balance sheets, profit and loss statements, income and expenditure calculation statements, profit and loss allocation statements, cash flow statements, and property inventories, duly audited and certified by CPAs and inspected by their boards of supervisors, shall be submitted to their respective General Assemblies of Members (Representatives) for a resolution as prescribed in Article 37.The merger plan and agreement referred to in the preceding paragraph shall state the following particulars:1.The merger plan: To include the method of merger, economic benefit assessment, an overview of the organizational district after the merger, a business development plan, financial forecasts for the next three years, the expected progress, and a feasibility analysis.2.The merger agreement:(1)The names of each Farmers’ Association before the merger, the name of the Farmers’ Association after the merger, and the organizational district.(2)The evaluation of the assets and liabilities of the Farmers’ Association.(3)Provisions for protecting the rights and interests of the Farmers’ Association members, numerical allocation of elected personnel, and handling the rights and interests of appointed and hired personnel.(4)The articles of association for the Farmers’ Association after the merger.When a resolution as referred to in Paragraph 1 is made by a General Assembly of Members (Representatives), the Farmers’ Association shall, within ten days after the resolution is passed, publicly announce the content of the resolution and the particulars required to be stated in the merger agreement, and shall place the announcement thereof at the Farmers’ Association and all of its offices for at least seven consecutive days, and shall also place the announcement thereof in newspapers and on a website or websites designated by the competent authority of the special municipality or county (city) for at least five consecutive days. The announcement shall specify a period of not less than thirty days for objections. Members who disagree with the merger must submit a written objection to the Farmers’ Association within the designated period. If objections are raised by one-third or more of the total members, the original resolution shall become invalid. Members who do not raise objections within the designated period shall be deemed to have consented.Within ten days after the adoption of a resolution as referred to in Paragraph 1, the Farmers’ Association shall notify creditors in writing of the content of the resolution and the particulars required to be stated in the merger agreement. The notification shall state that creditors may submit written objections within a specified period of not less than thirty days, claiming that the merger would harm their rights and interests.If the Farmers’ Association fails to fulfill the requirements for period and content of public announcement as specified in Paragraph 3, or fails to fulfill the requirements for period, method, and content of notification to creditors as specified in the preceding paragraph, or fails to settle or provide appropriate security for the claims of creditors who raised objections within the specified period as stipulated in the preceding paragraph, the merger shall not be effective against such creditors.
中文原文 農會法第11-2條
農會依前條第一項規定申請合併前,應共同組織合併籌備委員會,就合併有關事項作成合併計畫書及契約書,提經理事會審議後,附具經會計師查核簽證,且經監事會監察之資產負債表、事業損益及經費所入所出計算表、盈虧撥補表、現金流量表及財產目錄,提報會員(代表)大會依第三十七條規定決議之。
前項合併計畫書及契約書,應載明下列事項:
一、合併計畫書:包含合併方式、經濟效益評估、合併後組織區域概況、業務發展計畫、未來三年財務預測、預期進度及可行性分析。
二、合併契約書:
(一)合併前各農會名稱、合併後農會名稱及組織區域。
(二)農會資產及負債之評價。
(三)對農會會員之權益保障、選任人員之名額分配及聘、僱人員之權益處理事項。
(四)合併後農會章程。
第一項之決議,由會員(代表)大會行之者,農會應於決議後十日內,將決議內容及合併契約書應載明事項,於農會及各辦事處連續公告至少七日,並於新聞紙及直轄市或縣(市)主管機關指定之網站連續公告至少五日,該公告應指定三十日以上之期間為異議期間。
不同意合併之會員應於指定期間內以書面向農會聲明異議,異議之會員達全體會員三分之一以上時,原決議失效。
屆期未聲明異議者,視為同意。
農會為第一項決議,應於決議後十日內將決議內容及合併契約書應載明事項,以書面通知債權人,聲明債權人得於指定三十日以上之期間內,以書面提出合併將損及其權益之異議。
農會未依第三項所定期間、內容辦理公告,或未依前項所定期間、方式、內容通知債權人,或對於在前項指定期間內提出異議之債權人不為清償或不提供相當之擔保者,不得以其合併對抗之。

English translation for reference only; the Chinese text prevails. Not legal advice.