Any one or more telephone cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another telephone cooperative, hereinafter designated the "surviving cooperative", by complying with the following requirements:
(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto must be first approved by the board of directors of each merging cooperative and by the board of directors of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:
(a) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of the Secretary of State;
(b) the name of the surviving cooperative and the address of its principal office;
(c) a statement that the merging cooperative elects to be merged into the surviving cooperative;
(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.
(2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors of the respective telephone cooperatives, parties to the proposed merger, must then be submitted to a vote of the members of each such telephone 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 must be considered approved upon the affirmative vote of not less than two-thirds of those members of each telephone cooperative present and voting thereon at such meeting.
(3) Upon such approval by the members of the respective telephone cooperatives, parties to the proposed merger, articles of merger in the form approved must be executed and acknowledged on behalf of each such cooperative by the director carrying out the duties generally of the president or vice president, and its seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties of president or vice president of each telephone cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were complied with by such telephone cooperative. The articles of merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.