Mississippi § 77-5-217 - Consolidation of corporations.

§ 77-5-217. Consolidation of corporations.

Any two (2) or more corporations may enter into an agreement for the consolidation of such corporations. Such agreement, which may or may not require the dissolution of one or both of the corporations as provided in Section 77-5-219, shall set forth the terms and conditions of the consolidation, the name of the proposed consolidated corporation, the number of its directors, who shall be not less than three (3), the time of the initial meeting of the consolidated corporation and election of directors, and the name of at least three (3) persons to serve as directors until the election of directors at the initial meeting. To be effective, any such agreement must be (a) authorized by the board ofdirectors of each corporation pursuant to the affirmative vote of at least two-thirds (2/3) of the directors of each corporation, and (b) ratified by sixty percent (60%) of each corporation’s members voting, at either the corporation’s annual meeting or at a meeting of the members called for the special purpose of considering and voting on the agreement for consolidation.If the agreement is so authorized and ratified, a joint application for approval of consolidation shall be filed by the consolidating corporations with the Mississippi Public Service Commission in the manner provided by Section 77-3-23. In no event shall another party be allowed to intervene in a proceeding initiated under this section for the purpose of seeking to obtain the certificated area, or any portion thereof, of any petitioning party.Upon approval of the application by the commission, the directors named in the consolidation agreement shall subscribe and acknowledge a certificate conforming substantially to an original certificate of incorporation, except that it shall be entitled and indorsed “certificate of consolidation of_______________ ” (the blank space being filled in with the names of the corporations being consolidated) and shall state: The names of the corporations being consolidated. The name of the consolidated corporation. The other items required or permitted to be stated in a corporation’s original certificate of incorporation. Such certificate of consolidation shall be filed with the Secretary of State in the same manner as provided in Section 77-5-211. Upon such filing, the proposed consolidated corporation, under its designated name, shall be and constitute a body corporate with all the powers of a corporation as originally formed under the provisions of this article.