N.Y. Rural Electric Cooperative Law § 32: Consolidation

§ 32. Consolidation. Any two or more cooperatives (each of which is

hereinafter designated a "consolidating cooperative"), may consolidate

into a new cooperative (hereinafter designated the "new cooperative"),

by complying with the following requirements:

(a) The proposition for the consolidation of the consolidating

cooperatives into the new cooperative and proposed articles of

consolidation to give effect thereto shall be submitted to a meeting of

the members of each consolidating cooperative, the notice of which shall

have attached thereto a copy of the proposed articles of consolidation;

(b) If the proposed consolidation and the proposed articles of

consolidation, with any amendments, are approved by the affirmative vote

of not less than two-thirds of those members of each consolidating

cooperative voting thereon at each such meeting, articles of

consolidation in the form approved shall be executed and acknowledged on

behalf of each consolidating cooperative by its president or

vice-president and its seal shall be affixed thereto and attested by its

secretary. The articles of consolidation shall recite that they are

executed pursuant to this chapter and shall state: (1) the name of each

consolidating cooperative and the address of its principal office; (2)

the name of the new cooperative and the address of its principal office;

(3) a statement that each consolidating cooperative agrees to the

consolidation; (4) the names and addresses of the directors of the new

cooperative; and (5) the terms and conditions of the consolidation and

the mode of carrying the same into effect, including the manner in which

members of the consolidating cooperatives may or shall become members of

the new cooperative; and may contain any provisions not inconsistent

with this chapter deemed necessary or advisable for the conduct of the

business of the new cooperative. The president or vice-president of each

consolidating cooperative executing such articles of consolidation shall

make and annex thereto an affidavit stating that the provisions of this

section in respect of such articles were duly complied with by such

cooperative.