Title 46, Chapter 3, Section 381
( 46-3-381)
(a) Any two or more electric membership corporations may consolidate
into a new electric membership corporation pursuant to a plan of
consolidation approved in the manner provided in this part. (b) The board of directors of each electric membership corporation
participating in the consolidation shall, by a resolution adopted by
each such board, approve a plan of consolidation setting forth: (1) The names of the electric membership corporations proposing to
consolidate and the name of the new electric membership
corporation into which they propose to consolidate, which shall be
referred to in this article as the new electric membership
corporation; (2) The terms and conditions of the proposed consolidation; (3) The manner and basis of converting the membership interests
into membership interests, rights, obligations, or securities of
the new electric membership corporation or any other corporation
or, in whole or in part, into cash or other property; (4) With respect to the new electric membership corporation, all
of the statements required to be set forth in articles of
incorporation for electric membership corporations organized under
this article; and (5) Such other provisions with respect to the proposed
consolidation as are deemed necessary or desirable. |