N.Y. Rural Electric Cooperative Law § 34: Effect of consolidation or merger

§ 34. Effect of consolidation or merger. (a) In the case of a

consolidation the existence of the consolidating cooperatives shall

cease and the articles of consolidation shall be deemed to be articles

of incorporation of the new cooperative; and in the case of a merger the

separate existence of the merging cooperatives shall cease and the

articles of incorporation of the surviving cooperative shall be deemed

to be amended to the extent, if any, that changes therein are provided

for in the articles of merger;

(b) All the rights, privileges, immunities and franchises and all

property, real and personal, including without limitation applications

for membership, all debts due on whatever account and all other choses

in action, of each of the consolidating or merging cooperatives shall be

deemed to be transferred to and vested in the new or surviving

cooperative without further act or deed;

(c) The new or surviving cooperative shall be responsible and liable

for all the liabilities and obligations of each of the consolidating or

merging cooperatives and any claim existing or action or proceeding

pending by or against any of the consolidating or merging cooperatives

may be prosecuted as if the consolidation or merger had not taken place,

but the new or surviving cooperative may be substituted in its place;

and

(d) Neither the rights of creditors nor any liens upon the property of

any of such cooperatives shall be impaired by such consolidation or

merger.