New Mexico § 62-15-13 - Consolidation

§ 62-15-13. Consolidation

Any two or more cooperatives, each of which is designated a “consolidating cooperative”

in this section, may consolidate into a new cooperative, designated the “new cooperative”

in this section, by complying with the following requirements: A. the proposition for the consolidation of the consolidating cooperatives into the

new cooperative and proposed articles of consolidation to give effect to the consolidation

shall be first approved by the board of trustees of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are

executed pursuant to the Rural Electric Cooperative Act and shall state: (1) the name of each consolidating cooperative, the address of its principal office

and the date of the filing of its articles of incorporation in the office of the secretary

of state; (2) the name of the new cooperative and the address of its principal office; (3) the names and addresses of the persons who shall constitute the first board of

trustees of the new cooperative; (4) the terms and conditions of the consolidation and the mode of carrying it into

effect, including the manner and basis of converting memberships in each consolidating

cooperative into memberships in the new cooperative and the issuance of certificates

of membership in respect of the converted memberships; and (5) any provisions not inconsistent with the Rural Electric Cooperative Act deemed

necessary or advisable for the conduct of the business and affairs of the new cooperative; B. the proposition for the consolidation of the consolidating cooperatives into the

new cooperative and the proposed articles of consolidation approved by the board of

trustees of each consolidating cooperative shall then be submitted to a vote of the

members of each consolidating cooperative at any annual or special meeting, the notice

of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed

to be approved upon the affirmative vote of a simple majority of those members of

each consolidating cooperative voting thereon at that meeting; and C. upon approval by the members of the respective consolidating cooperatives, articles

of consolidation in the form approved shall be executed and acknowledged on behalf

of each consolidating cooperative by its president or vice president, and its seal

shall be affixed thereto and attested by its secretary. The president or vice president of each consolidating cooperative executing the

articles of consolidation shall make and annex to the articles of incorporation an

affidavit stating that the provisions of this section were duly complied with by that

cooperative. The articles of consolidation and affidavits shall be submitted to the secretary

of state for filing as provided in Section 62-15-19 NMSA 1978 .