2011 Arizona Revised Statutes
Title 10 Corporations and Associations
10-2074 Merger

10-2074. Merger

A. Any one or more electric cooperatives, each of which is designated in this article a "merging cooperative", may merge into another cooperative, designated in this article 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 to the merger 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 a copy of the proposed articles of merger.

2. If the proposed merger and 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 at each such meeting, articles of merger in the form approved shall be executed by each merging cooperative.

B. The articles of merger shall recite that they are executed pursuant to this article 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.

5. The terms and conditions of the merger and the manner of carrying it into effect, including the manner in which members of the merging cooperatives may or shall become members of the surviving cooperative. The articles may also contain any provisions not inconsistent with this article deemed necessary or advisable for the conduct of the business of the surviving cooperative.