New Mexico § 62-15-14 - Merger

§ 62-15-14. Merger

Any one or more cooperatives, each of which is designated a “merging cooperative”

in this section, may merge into another cooperative, designated the “surviving cooperative”

in this section, by complying with the following requirements: A. the proposition for the merger of the merging cooperatives into the surviving cooperative

and proposed articles of merger to give effect to the merger shall be first approved

by the board of trustees of each merging cooperative and by the board of trustees

of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed

pursuant to the Rural Electric Cooperative Act and shall state: (1) the name of each merging 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 surviving cooperative and the address of its principal office; (3) a statement that the merging cooperatives elect to be merged into the surviving

cooperative; (4) the terms and conditions of the merger and the mode of carrying it into effect,

including the manner and basis of converting the memberships in the merging cooperatives

into memberships in the surviving 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 surviving

cooperative; B. the proposition for the merger of the merging cooperatives into the surviving cooperative

and the proposed articles of merger approved by the board of trustees of the respective

cooperatives, parties to the proposed merger, shall then be submitted to a vote of

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

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

upon the affirmative vote of a simple majority of those members of each cooperative

voting thereon at that meeting; and C. upon approval by the members of the respective cooperatives, parties to the proposed

merger, articles of merger in the form approved shall be executed and acknowledged

on behalf of each such 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 cooperative executing the articles of merger

shall make and annex to the articles of merger an affidavit stating that the provisions

of this section were duly complied with by such cooperative. The articles of merger and affidavits shall be submitted to the secretary of state

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