§ 46-3-380 - Procedure for merger generally - Georgia Statutes

O.C.G.A. 46-3-380 (2010)
46-3-380. Procedure for merger generally

(a) Any two or more electric membership corporations may merge into one of such electric membership corporations pursuant to a plan of merger approved in the manner provided in this part.

(b) The board of directors of each electric membership corporation participating in the merger shall, by resolution adopted by each such board, approve a plan of merger setting forth:

(1) The names of the electric membership corporations proposing to merge, and the name of the electric membership corporation into which they propose to merge, which shall be referred to in this part as the surviving electric membership corporation;

(2) The terms and conditions of the proposed merger;

(3) The manner and basis of converting the membership interests into membership interests, rights, obligations, or securities of the surviving electric membership corporation or of any other corporation or, in whole or in part, into cash or other property;

(4) A statement of any changes in the articles of incorporation of the surviving electric membership corporation to be effected by such merger; and

(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.