17-4617. Consolidation. - Kansas Statutes

17-4617

Chapter 17.--CORPORATIONS Article 46.--ELECTRIC COOPERATIVE, NONPROFIT, MEMBERSHIP CORPORATIONS

      17-4617.   Consolidation. (a) Any two or more cooperatives may consolidate into a new cooperative by complying with the following requirements:

      (1)   The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached a copy of the proposed articles of consolidation; and

      (2)   if the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than 2/3 of the members of each consolidating cooperative voting at each such meeting, articles of consolidation in the form approved shall be executed on behalf of each consolidating cooperative by its president or vice-president and attested by its secretary.

      (b)   Voting on the proposed articles of consolidation shall be in accordance with subsection (e) of K.S.A. 17-4610 and amendments thereto.

      (c)   The articles of consolidation shall recite that they are executed pursuant to this act 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 trustees 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 the members of the consolidating cooperatives may or shall become members of the new cooperative.

      Such articles may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the new cooperative.

      (d)   The president or vice-president of each consolidating cooperative executing the 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.

      History:   L. 1941, ch. 185, § 17; L. 1989, ch. 79, § 1; L. 2000, ch. 39, § 12; July 1.