2011 Arizona Revised Statutes
Title 10 Corporations and Associations
10-2139 Consolidation

10-2139. Consolidation

A. Any two or more generation and transmission cooperatives, each of which is designated in this article as a "consolidating cooperative", may consolidate into a new generation and transmission cooperative, designated in this article as the "new cooperative", by complying with the requirements of this section.

B. A proposition for the consolidation of consolidating cooperatives into a new cooperative and proposed articles to accomplish the consolidation shall be submitted to a meeting of the members of each consolidating cooperative. A copy of the proposed articles of consolidation shall be attached to the meeting notice. The articles of consolidation shall state:

1. The name of each consolidating cooperative and the address of its principal office.

2. The name of the new cooperative and the address of its principal office.

3. A statement that each consolidating cooperative agreed to the consolidation.

4. The names and addresses of the directors of the new cooperative.

5. The terms and conditions of the consolidation and the mode of carrying it into effect, including the manner in which members of the consolidating cooperatives may or shall become members of the new 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 new cooperative.

C. If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of each consolidating cooperative, acting through their voting delegates voting at the meeting, articles of consolidation in the form approved shall be executed by each consolidating cooperative.