2011 Arizona Revised Statutes
Title 10 Corporations and Associations
10-2140 Merger

10-2140. Merger

A. Any one or more electric generation and transmission cooperatives, each of which is designated in this article as a "merging cooperative", may merge into another generation and transmission cooperative, designated in this article as the "surviving cooperative", by complying with the requirements of this section.

B. A proposition for the merger of the merging electric 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 meeting notice must have attached to it a copy of the proposed articles of merger. 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.

C. 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 acting through their voting delegates, voting at each meeting, articles of merger in the form approved shall be executed by each merging cooperative.