Title 46, Chapter 3, Section 382
( 46-3-382)
(a) The board of directors of each electric membership corporation,
upon approving such plan of merger or plan of consolidation, shall
by resolution direct that the plan be submitted to a vote at a
meeting of members, which may be either an annual or special
meeting. (b) Written notice shall be given to each member not less than 30 days before such meeting, in the manner provided in Code Section 46-3-263 for the giving of notice of meetings of members, and, regardless of whether the meeting is an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger or consolidation. Such notice shall include: (1) A copy of the plan of merger or consolidation or an outline of
the material features of the plan; and (2) A copy of the most recent annual balance sheet and annual
profit and loss statement, or comparable financial statements, of
each of the merging or consolidating electric membership
corporations. If an electric membership corporation which is a party to any such
plan provides retail service, notice that the merger is proposed and
of the times and places of the proposed meetings of members for the
purpose of voting on the merger shall be delivered not less than 30
days nor more than 90 days before such meeting to the publisher of
each newspaper which is the official organ of each county in which
each electric membership corporation provides service or to the
publisher of one or more newspapers of general circulation published
within each such county whose most recently published annual
statement of ownership and circulation reflects a minimum of 60
percent paid circulation, together with a check, draft, or money
order in the amount of $15.00 in payment of the cost of publishing
such notice and a request that such notice be published one time as
soon as practicable, but in any event within ten days after receipt
of the notice by the newspaper. (c) At each such meeting, a vote of the members shall be taken on
the proposed plan of merger or consolidation. The proposed plan
shall be adopted upon receiving at least two-thirds of the votes of
the members present and voting, at a meeting at which a quorum is
present. (d) After the plan of merger or consolidation has been approved and at any time prior to the issuance of the certificate of merger or certificate of consolidation by the Secretary of State as provided in subsection (f) of Code Section 46-3-383, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. |