Title 46, Chapter 3, Section 380
( 46-3-380)
(a) Any two or more electric membership corporations may merge into
one of such electric membership corporations pursuant to a plan of
merger approved in the manner provided in this part. (b) The board of directors of each electric membership corporation
participating in the merger shall, by resolution adopted by each
such board, approve a plan of merger setting forth: (1) The names of the electric membership corporations proposing to
merge, and the name of the electric membership corporation into
which they propose to merge, which shall be referred to in this
part as the surviving electric membership corporation; (2) The terms and conditions of the proposed merger; (3) The manner and basis of converting the membership interests
into membership interests, rights, obligations, or securities of
the surviving electric membership corporation or of any other
corporation or, in whole or in part, into cash or other property; (4) A statement of any changes in the articles of incorporation of
the surviving electric membership corporation to be effected by
such merger; and (5) Such other provisions with respect to the proposed merger as
are deemed necessary or desirable. |