2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 73 - Electric Cooperative Corporations
7331 - Merger, consolidation, division or sale of assets.

     § 7331.  Merger, consolidation, division or sale of assets.
        (a)  Merger, consolidation or division.--Any two or more
     electric cooperative corporations may merge, consolidate or
     divide but only if the surviving or resulting corporation is a
     corporation existing under this chapter. Every merger,
     consolidation or division shall be proposed by the adoption by
     the board of directors of a resolution approving the plan of
     merger, consolidation or division and directing that the plan be
     submitted to a vote of the members entitled to vote thereon at a
     regular or special meeting of the members.
        (b)  Sale of assets.--An electric cooperative corporation may
     sell, lease, lease-sell, exchange or otherwise dispose of all or
     substantially all of its assets only when authorized by the
     affirmative vote of two-thirds of all the members of the
     corporation.
            (1)  The plan of asset transfer shall set forth the terms
        and conditions of the sale, lease, exchange or other
        disposition or may authorize the board of directors to fix
        any or all of the terms and conditions, including the
        consideration to be received by the corporation therefor.
            (2)  Prior to submission for consideration by the members
        of the corporation, the board of directors of the corporation
        shall first give all other domestic electric cooperative
        corporations an opportunity to submit competing proposals.
        Such opportunity shall be in the form of a written notice to
        such corporations, which notice shall be attached to a copy
        of the proposal which the corporation has already received.
        Such corporations shall be given not less than 30 days during
        which to submit competing proposals, and the actual minimum
        period within which proposals are to be submitted shall be
        stated in the written notice given to them.
            (3)  Within 30 days after expiration of the notice period
        set by the board of directors under paragraph (2), written
        notice of the special meeting to consider and take action on
        the plan of asset transfer and expressing in detail each of
        the proposals shall be given to each member of the
        corporation. The special meeting shall not be held sooner
        than 30 days after the giving of such notice to the members.
            (4)  After a plan of asset transfer has been authorized
        by the members, the board of directors, in its discretion,
        may abandon the sale, lease, lease-sale, exchange or other
        disposition, subject to the rights of third parties under any
        contracts relating thereto, without further action or
        approval by the members.