§ 117-41. Consolidation. - North Carolina Statutes

Article 5.

Consolidation and Merger.

§ 117‑41.  Consolidation.

(a)        Any two or more electric membership corporations or any twoor more telephone membership corporations, organized and operating under thisChapter (each of which is hereinafter designated a "consolidatingcorporation"), may consolidate into a new corporation (hereinafterdesignated the "new corporation"), by complying with the provisionsof subsections (b) and (c) hereof and of G.S. 117‑43.

(b)        The proposition for the consolidation of the consolidatingcorporations into the new corporation and proposed articles of consolidation togive effect thereto shall be submitted to a meeting of the members of eachconsolidating corporation, the notice of which shall have attached thereto acopy of the proposed articles of consolidation.

(c)        If the proposed consolidation and the proposed articles ofconsolidation, with any amendments, are approved by the affirmative vote of notless than two‑thirds of those members of each consolidating corporationvoting thereon at each such meeting, articles of consolidation in the formapproved shall be executed and acknowledged on behalf of each consolidatingcorporation by its president or vice‑president and its seal shall beaffixed thereto and  attested by its secretary. The articles of consolidationshall recite that they are executed pursuant to this Chapter and shall state:

(1)        The name of each consolidating corporation and the addressof its principal office;

(2)        The name of the new corporation and the address of itsprincipal office;

(3)        A statement that each consolidating corporation agrees tothe consolidation;

(4)        The names and addresses of the directors of the newcorporation; and

(5)        The terms and conditions of the consolidation and the modeof carrying the same into effect, including the manner in which members of theconsolidating corporations may or shall become members of the new corporation;and may contain any provisions not inconsistent with this Chapter deemednecessary or advisable for the conduct of the business of the new corporation.The president or vice‑president of each consolidating corporationexecuting such articles of consolidation shall make and annex thereto anaffidavit stating that the provisions of this section in respect of such articleswere duly complied with by such corporation. (1979, c. 285, s. 4.)