46-3-382. Approval of merger or consolidation plan by members.

The board of directors of each electric membership corporation, upon approving such plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special meeting.#

Written notice shall be given to each member not less than 30 days before such meeting, in the manner provided in Code Section 46-3-263 for the giving of notice of meetings of members, and, regardless of whether the meeting is an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger or consolidation. Such notice shall include:#

1. (1)

   A copy of the plan of merger or consolidation or an outline of the material features of the plan; and#

2. (2)

   A copy of the most recent annual balance sheet and annual profit and loss statement, or comparable financial statements, of each of the merging or consolidating electric membership corporations.#

3. If an electric membership corporation which is a party to any such plan provides retail service, notice that the merger is proposed and of the times and places of the proposed meetings of members for the purpose of voting on the merger shall be delivered not less than 30 days nor more than 90 days before such meeting to the publisher of each newspaper which is the official organ of each county in which each electric membership corporation provides service or to the publisher of one or more newspapers of general circulation published within each such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, together with a check, draft, or money order in the amount of $15.00 in payment of the cost of publishing such notice and a request that such notice be published one time as soon as practicable, but in any event within ten days after receipt of the notice by the newspaper.

At each such meeting, a vote of the members shall be taken on the proposed plan of merger or consolidation. The proposed plan shall be adopted upon receiving at least two-thirds of the votes of the members present and voting, at a meeting at which a quorum is present.#

After the plan of merger or consolidation has been approved and at any time prior to the issuance of the certificate of merger or certificate of consolidation by the Secretary of State as provided in subsection (f) of Code Section 46-3-383, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.#