10-2074

10-2074. Merger

A. Any one or more electric cooperatives, each of which is designated in this
article a "merging cooperative", may merge into another cooperative, designated in this
article the "surviving cooperative", by complying with the following requirements:

1. The proposition for the merger of the merging cooperatives into the surviving
cooperative and proposed articles of merger to give effect to the merger shall be
submitted to a meeting of the members of each merging cooperative and of the surviving
cooperative, the notice of which shall have attached a copy of the proposed articles of
merger.

2. If the proposed merger and proposed articles of merger, with any amendments, are
approved by the affirmative vote of not less than two-thirds of those members of each
cooperative voting at each such meeting, articles of merger in the form approved shall be
executed by each merging cooperative.

B. The articles of merger shall recite that they are executed pursuant to this
article and shall state:

1. The name of each merging cooperative and the address of its principal office.

2. The name of the surviving cooperative and the address of its principal office.

3. A statement that each merging cooperative and the surviving cooperative agree to
the merger.

4. The names and addresses of the directors of the surviving cooperative.

5. The terms and conditions of the merger and the manner of carrying it into
effect, including the manner in which members of the merging cooperatives may or shall
become members of the surviving cooperative. The articles may also contain any
provisions not inconsistent with this article deemed necessary or advisable for the
conduct of the business of the surviving cooperative.