Title 46, Chapter 3, Section 385
( 46-3-385)
(a) One or more foreign electric cooperatives and one or more
electric membership corporations may be merged or consolidated into
an electric membership corporation or a foreign electric
cooperative, if such merger or consolidation is permitted by the
laws of the jurisdiction under which each such foreign electric
cooperative is organized. (b) With respect to procedure, including all filing and advertising
requirements: (1) Each such foreign electric cooperative shall comply with the
applicable provisions of the laws of the jurisdiction under which
it is organized; (2) Each electric membership corporation shall comply with the provisions of this article relating to the merger or consolidation, as the case may be, of electric membership corporations. If the surviving or new corporation is to be a foreign electric cooperative without a registered office in this state, the notice provided for in paragraph (4) of subsection (d) of Code Section 46-3-383 shall be published, and the conformed copy of the articles of merger or articles of consolidation provided for in paragraph (3) of subsection (f) of Code Section 46-3-383 shall be filed in the county where the registered office of any of the electric membership corporations is located. (c) If the surviving or new corporation, as the case may be, is to
be governed by the laws of any jurisdiction other than this state,
it shall comply with the provisions of this article with respect to
foreign electric cooperatives if it is to transact business in this
state, and in every case it shall be deemed to have filed with the
Secretary of State of this state: (1) An agreement that it may be served with process in this state
in any proceeding for the enforcement of any obligation of any
electric membership corporation which is a party to such merger or
consolidation; and (2) An irrevocable appointment of the Secretary of State of this
state as its agent to accept service of process in any such
proceeding. (d) If the surviving or new corporation is to be governed by the
laws of this state, the effect of such merger or consolidation shall
be the same as in the case of the merger or consolidation of
electric membership corporations. If the surviving or new
corporation is to be governed by the laws of any jurisdiction other
than this state, the effect of such merger or consolidation shall be
the same as in the case of the merger or consolidation of electric
membership corporations except insofar as the laws of such other
jurisdiction provide otherwise. (e) At any time prior to the issuance of the certificate of merger
or certificate of consolidation by the Secretary of State, the
merger or consolidation may be abandoned pursuant to provisions
therefor, if any, set forth in the plan of merger or consolidation. |