The effect of consolidation or merger shall be as follows: The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of consolidation, shall be the new cooperative provided for in the articles of consolidation and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease. Such new or surviving cooperative shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this chapter, and shall possess all the rights, privileges, immunities and franchises as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging cooperatives, and, furthermore, all and every interest of, or belonging or due to each of the cooperatives so consolidated or merged shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger. Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claims existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place; but such new or surviving cooperative may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger. In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
Structure Code of Alabama
Title 37 - Public Utilities and Public Transportation.
Chapter 6 - Electric Cooperatives.
Article 1 - General Provisions.
Section 37-6-2 - Organization and Purpose.
Section 37-6-3 - Enumerated Powers.
Section 37-6-5 - Incorporators.
Section 37-6-6 - Articles of Incorporation - Generally.
Section 37-6-7 - Articles of Incorporation - Amendment.
Section 37-6-9 - Qualifications for Membership; Meetings; Voting.
Section 37-6-10 - Board of Trustees.
Section 37-6-11 - Voting Districts.
Section 37-6-13 - Consolidation Generally.
Section 37-6-14 - Merger Generally.
Section 37-6-15 - Effect of Consolidation or Merger.
Section 37-6-16 - Conversion of Existing Corporation Into Cooperative.
Section 37-6-18 - Dissolution.
Section 37-6-19 - Filing of Articles.
Section 37-6-20 - Disposition of Excess Revenues.
Section 37-6-22 - Nonliability of Members for Debts of Cooperative.
Section 37-6-24 - Waiver of Notice.
Section 37-6-25 - Acknowledgment of Instruments.
Section 37-6-26 - Foreign Corporations.
Section 37-6-28 - Bonds or Other Indebtedness - Consent of Department of Finance.
Section 37-6-27 - Exemption From Jurisdiction of Public Service Commission.
Section 37-6-29 - Bonds or Other Indebtedness - Exemption From Provisions of Securities Law.