State Codes and Statutes

Statutes > North-carolina > Chapter_117 > GS_117-42

§ 117‑42.  Merger.

(a)        Any one or more electric membership corporations or any oneor more telephone membership corporations, organized and operating under thisChapter (each of which is hereinafter designated a "mergingcorporation"), may merge into another like corporation (hereinafterdesignated the "surviving corporation"), by complying with theprovision of G.S. 117‑42(b) and (c), and G.S. 117‑43.

(b)        The proposition for the merger of the merging corporation(s)into the surviving corporation and proposed articles of merger to give effectthereto shall be submitted to a meeting of the members of such mergingcorporation(s) and of the surviving corporation, the notice of which shall haveattached thereto a copy of the proposed articles of merger.

(c)        If the proposed merger and the proposed articles of merger,with any amendments, are approved by the affirmative vote of not less than twothirds of those members of each corporation voting thereon at each suchmeeting, articles of merger in the form approved shall be executed andacknowledged on behalf of each such corporation by its president or vice‑presidentand its seal shall be affixed thereto and attested by its secretary. Thearticles of merger shall recite that they are executed pursuant to this Chapterand shall state:

(1)        The name of each merging corporation and the address of itsprincipal office;

(2)        The name of the surviving corporation and the address ofits  principal office;

(3)        A statement that each merging corporation and the survivingcorporation agree to the merger;

(4)        The names and addresses of the directors of the survivingcorporation; and

(5)        The terms and conditions of the merger and the mode ofcarrying the same into effect, including the manner in which members of themerging corporations may or shall become members of the surviving corporation;and may contain any provisions not inconsistent with this Chapter deemednecessary or advisable for the conduct of the business of the survivingcorporation. The president or vice‑president of each corporationexecuting such articles of merger shall make and annex thereto an affidavitstating that the provisions of this section in respect of such article wereduly complied with by such corporation. (1979, c. 285, s. 4.)

State Codes and Statutes

Statutes > North-carolina > Chapter_117 > GS_117-42

§ 117‑42.  Merger.

(a)        Any one or more electric membership corporations or any oneor more telephone membership corporations, organized and operating under thisChapter (each of which is hereinafter designated a "mergingcorporation"), may merge into another like corporation (hereinafterdesignated the "surviving corporation"), by complying with theprovision of G.S. 117‑42(b) and (c), and G.S. 117‑43.

(b)        The proposition for the merger of the merging corporation(s)into the surviving corporation and proposed articles of merger to give effectthereto shall be submitted to a meeting of the members of such mergingcorporation(s) and of the surviving corporation, the notice of which shall haveattached thereto a copy of the proposed articles of merger.

(c)        If the proposed merger and the proposed articles of merger,with any amendments, are approved by the affirmative vote of not less than twothirds of those members of each corporation voting thereon at each suchmeeting, articles of merger in the form approved shall be executed andacknowledged on behalf of each such corporation by its president or vice‑presidentand its seal shall be affixed thereto and attested by its secretary. Thearticles of merger shall recite that they are executed pursuant to this Chapterand shall state:

(1)        The name of each merging corporation and the address of itsprincipal office;

(2)        The name of the surviving corporation and the address ofits  principal office;

(3)        A statement that each merging corporation and the survivingcorporation agree to the merger;

(4)        The names and addresses of the directors of the survivingcorporation; and

(5)        The terms and conditions of the merger and the mode ofcarrying the same into effect, including the manner in which members of themerging corporations may or shall become members of the surviving corporation;and may contain any provisions not inconsistent with this Chapter deemednecessary or advisable for the conduct of the business of the survivingcorporation. The president or vice‑president of each corporationexecuting such articles of merger shall make and annex thereto an affidavitstating that the provisions of this section in respect of such article wereduly complied with by such corporation. (1979, c. 285, s. 4.)


State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_117 > GS_117-42

§ 117‑42.  Merger.

(a)        Any one or more electric membership corporations or any oneor more telephone membership corporations, organized and operating under thisChapter (each of which is hereinafter designated a "mergingcorporation"), may merge into another like corporation (hereinafterdesignated the "surviving corporation"), by complying with theprovision of G.S. 117‑42(b) and (c), and G.S. 117‑43.

(b)        The proposition for the merger of the merging corporation(s)into the surviving corporation and proposed articles of merger to give effectthereto shall be submitted to a meeting of the members of such mergingcorporation(s) and of the surviving corporation, the notice of which shall haveattached thereto a copy of the proposed articles of merger.

(c)        If the proposed merger and the proposed articles of merger,with any amendments, are approved by the affirmative vote of not less than twothirds of those members of each corporation voting thereon at each suchmeeting, articles of merger in the form approved shall be executed andacknowledged on behalf of each such corporation by its president or vice‑presidentand its seal shall be affixed thereto and attested by its secretary. Thearticles of merger shall recite that they are executed pursuant to this Chapterand shall state:

(1)        The name of each merging corporation and the address of itsprincipal office;

(2)        The name of the surviving corporation and the address ofits  principal office;

(3)        A statement that each merging corporation and the survivingcorporation agree to the merger;

(4)        The names and addresses of the directors of the survivingcorporation; and

(5)        The terms and conditions of the merger and the mode ofcarrying the same into effect, including the manner in which members of themerging corporations may or shall become members of the surviving corporation;and may contain any provisions not inconsistent with this Chapter deemednecessary or advisable for the conduct of the business of the survivingcorporation. The president or vice‑president of each corporationexecuting such articles of merger shall make and annex thereto an affidavitstating that the provisions of this section in respect of such article wereduly complied with by such corporation. (1979, c. 285, s. 4.)