17-4666.   Merger or consolidation.(a) Any two or more cooperatives organized under the renewableenergy electric generation cooperative act may merge into a single cooperative,which may be any one of the constituent cooperatives, or may consolidate into anew cooperative formed by the consolidation, by complying with the followingrequirements:

      (1)   The proposition for the merger or consolidation of the cooperativesand proposed articles of merger or consolidation shall be submitted to ameeting of the members of each merging or consolidating cooperative, the noticeof which shall have attached a copy of the proposed articles of merger orconsolidation; and

      (2)   if the proposed merger or consolidation and the proposed articles ofmerger or consolidation, with any amendments, are approved by the affirmativevote of not less than 2/3 of the members of each merging or consolidatingcooperative voting at each such meeting, the articles of merger orconsolidation in the form approved shall be executed on behalf of each mergingor consolidating cooperative by its president or vice-president and attested byits secretary.

      (b)   Voting on the proposed articles of merger or consolidation shall be inaccordance with subsection (e) of K.S.A. 17-4659, and amendmentsthereto.

      (c)   The articles of merger or consolidation shall recite that they areexecuted pursuant to the renewable energy electric generation cooperative actand shall state:

      (1)   The name of each merging or consolidating cooperative and the address ofits principal office;

      (2)   the name of the surviving or new cooperative and the address of itsprincipal office;

      (3)   a statement that each merging or consolidating cooperative agrees to themerger or consolidation;

      (4)   the names and addresses of the directors of the surviving or newcooperative; and

      (5)   the terms and conditions of the merger or consolidation and the mode ofcarrying the same into effect, including the manner in which the members of themerging or consolidating cooperatives may or shall become members of thesurviving or new cooperative.

      Such articles may contain any provisions, not inconsistent with the renewableenergy electric generation cooperative act, which are deemed necessary oradvisable for the conduct of the business of the surviving or new cooperative.

      (d)   The president or vice-president of each merging or consolidatingcooperative executing the articles of merger or consolidation shall make andannex thereto an affidavit stating that such articles were submitted andapproved in compliance with the provisions of this section.

      History:   L. 2003, ch. 81, § 15; July 1.