N.Y. Rural Electric Cooperative Law § 33: Merger

§ 33. Merger. Any one or more cooperatives (each of which is

hereinafter designated a "merging cooperative") may merge into another

cooperative (hereinafter designated the "surviving cooperative"), by

complying with the following requirements:

(a) The proposition for the merger of the merging cooperatives into

the surviving cooperative and proposed articles of merger to give effect

thereto shall be submitted to a meeting of the members of each merging

cooperative and of the surviving cooperative, the notice of which shall

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

(b) If the proposed merger and the proposed articles of merger, with

any amendments, are approved by the affirmative vote of not less than

two-thirds of those members of each cooperative voting thereon at each

such meeting, articles of merger in the form approved shall be executed

and acknowledged on behalf of each such cooperative by its president or

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

secretary. The articles of merger shall recite that they are executed

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

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

surviving cooperative and the address of its principal office; (3) a

statement that each merging cooperative and the surviving cooperative

agree to the merger; (4) the names and addresses of the directors of the

surviving cooperative; and (5) the terms and conditions of the merger

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

which members of the merging cooperatives may or shall become members of

the surviving cooperative; and may contain any provisions not

inconsistent with this chapter deemed necessary or advisable for the

conduct of the business of the surviving cooperative. The president or

vice-president of each cooperative executing such articles of merger

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.