10-2142. Effect of consolidation or
merger
A. The generation and transmission cooperatives which are parties to a
consolidation or merger become a single generation and transmission cooperative which, in
the case of a consolidation, is the new cooperative provided for in the articles of
consolidation and, in the case of a merger, is the cooperative designated in the articles
of merger as the surviving cooperative, and the separate existence of all cooperatives
which are parties to the consolidation or merger, except the new or surviving
cooperative, ceases.
B. The new or surviving generation and transmission cooperative has all rights,
privileges, immunities and powers and is subject to all the duties and liabilities of a
generation and transmission cooperative organized under this article and possesses all
the rights, privileges, immunities and franchises of a public or private nature, and all
property, real and personal, applications for membership, all debts due on whatever
account and all other choses in action of each of the consolidating or merging generation
and transmission cooperatives and every interest of, belonging or due to, each of the
generation and transmission cooperatives so consolidated or merged shall be taken and is
deemed transferred to and vested in the new or surviving generation and transmission
cooperative without further act or deed. The title to any real estate or any interest in
the real estate under the laws of this state vested in any such generation and
transmission cooperatives does not revert to be in any way impaired by reason of the
consolidation or merger.
C. The new or surviving generation and transmission cooperative is responsible and
liable for all of the liabilities and obligations of each of the generation and
transmission cooperatives so consolidated or merged, and any claim existing, or action or
proceeding pending, by or against any of the generation and transmission cooperatives may
be prosecuted as if the consolidation or merger had not taken place, but the new or
surviving generation and transmission cooperative may be substituted in its place.
D. The rights of creditors or any liens upon the property of any of the generation
and transmission cooperatives are not impaired by the consolidation or merger.
E. In the case of a consolidation, the articles of consolidation are deemed to be
the articles of incorporation of the new generation and transmission cooperative. In the
case of a merger, the articles of incorporation of the surviving generation and
transmission cooperative are deemed to be amended to the extent, if any, that changes are
provided for in the articles of merger.
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