Legislation
SECTION 33
Merger
Rural Electric Cooperative (REL) CHAPTER 77-A, ARTICLE 3
§ 33. Merger. Any one or more cooperatives (each of which is
hereinafter designated a "merging cooperative") may merge into another
cooperative (hereinafter designated the "surviving cooperative"), by
complying with the following requirements:
(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 submitted to a meeting of the members of each merging
cooperative and of the surviving cooperative, the notice of which shall
have attached thereto a copy of the proposed articles of merger;
(b) If the proposed merger and the proposed articles of merger, with
any amendments, are approved by the affirmative vote of not less than
two-thirds of those members of each cooperative voting thereon at each
such meeting, articles of merger in the form approved shall be executed
and acknowledged on behalf of each such cooperative by its president or
vice-president and its seal shall be affixed thereto and attested by its
secretary. The articles of merger shall recite that they are executed
pursuant to this chapter and shall state: (1) the name of each merging
cooperative and the address of its principal office; (2) the name of the
surviving cooperative and the address of its principal office; (3) a
statement that each merging cooperative and the surviving cooperative
agree to the merger; (4) the names and addresses of the directors of the
surviving cooperative; and (5) the terms and conditions of the merger
and the mode of carrying the same into effect, including the manner in
which members of the merging cooperatives may or shall become members of
the surviving cooperative; and may contain any provisions not
inconsistent with this chapter deemed necessary or advisable for the
conduct of the business of the surviving cooperative. The president or
vice-president of each cooperative executing such articles of merger
shall make and annex thereto an affidavit stating that the provisions of
this section in respect of such articles were duly complied with by such
cooperative.
hereinafter designated a "merging cooperative") may merge into another
cooperative (hereinafter designated the "surviving cooperative"), by
complying with the following requirements:
(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 submitted to a meeting of the members of each merging
cooperative and of the surviving cooperative, the notice of which shall
have attached thereto a copy of the proposed articles of merger;
(b) If the proposed merger and the proposed articles of merger, with
any amendments, are approved by the affirmative vote of not less than
two-thirds of those members of each cooperative voting thereon at each
such meeting, articles of merger in the form approved shall be executed
and acknowledged on behalf of each such cooperative by its president or
vice-president and its seal shall be affixed thereto and attested by its
secretary. The articles of merger shall recite that they are executed
pursuant to this chapter and shall state: (1) the name of each merging
cooperative and the address of its principal office; (2) the name of the
surviving cooperative and the address of its principal office; (3) a
statement that each merging cooperative and the surviving cooperative
agree to the merger; (4) the names and addresses of the directors of the
surviving cooperative; and (5) the terms and conditions of the merger
and the mode of carrying the same into effect, including the manner in
which members of the merging cooperatives may or shall become members of
the surviving cooperative; and may contain any provisions not
inconsistent with this chapter deemed necessary or advisable for the
conduct of the business of the surviving cooperative. The president or
vice-president of each cooperative executing such articles of merger
shall make and annex thereto an affidavit stating that the provisions of
this section in respect of such articles were duly complied with by such
cooperative.