46-3-385. Merger or consolidation of electric membership corporations and foreign electric cooperatives.

One or more foreign electric cooperatives and one or more electric membership corporations may be merged or consolidated into an electric membership corporation or a foreign electric cooperative, if such merger or consolidation is permitted by the laws of the jurisdiction under which each such foreign electric cooperative is organized.#

With respect to procedure, including all filing and advertising requirements:#

1. (1)

   Each such foreign electric cooperative shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized;#

2. (2)

   Each electric membership corporation shall comply with the provisions of this article relating to the merger or consolidation, as the case may be, of electric membership corporations. If the surviving or new corporation is to be a foreign electric cooperative without a registered office in this state, the notice provided for in paragraph (4) of subsection (d) of Code Section 46-3-383 shall be published, and the conformed copy of the articles of merger or articles of consolidation provided for in paragraph (3) of subsection (f) of Code Section 46-3-383 shall be filed in the county where the registered office of any of the electric membership corporations is located.#

If the surviving or new corporation, as the case may be, is to be governed by the laws of any jurisdiction other than this state, it shall comply with the provisions of this article with respect to foreign electric cooperatives if it is to transact business in this state, and in every case it shall be deemed to have filed with the Secretary of State of this state:#

1. (1)

   An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any electric membership corporation which is a party to such merger or consolidation; and#

2. (2)

   An irrevocable appointment of the Secretary of State of this state as its agent to accept service of process in any such proceeding.#

If the surviving or new corporation is to be governed by the laws of this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of electric membership corporations. If the surviving or new corporation is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of electric membership corporations except insofar as the laws of such other jurisdiction provide otherwise.#

At any time prior to the issuance of the certificate of merger or certificate of consolidation by the Secretary of State, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.#