17-4617. Consolidation. (a) Any two or more cooperatives may consolidate into a new cooperative by complying with the following requirements:
(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached a copy of the proposed articles of consolidation; and
(2) if the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of not less than 2/3 of the members of each consolidating cooperative voting at each such meeting, articles of consolidation in the form approved shall be executed on behalf of each consolidating cooperative by its president or vice-president and attested by its secretary.
(b) Voting on the proposed articles of consolidation shall be in accordance with subsection (e) of K.S.A. 17-4610, and amendments thereto.
(c) The articles of consolidation shall recite that they are executed pursuant to this act and shall state:
(1) The name of each consolidating cooperative and the address of its principal office;
(2) the name of the new cooperative and the address of its principal office;
(3) a statement that each consolidating cooperative agrees to the consolidation;
(4) the names and addresses of the trustees of the new cooperative; and
(5) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which the members of the consolidating cooperatives may or shall become members of the new cooperative.
Such articles may contain any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business of the new cooperative.
(d) The president or vice-president of each consolidating cooperative executing the articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect of such articles were duly complied with by such cooperative.
History: L. 1941, ch. 185, § 17; L. 1989, ch. 79, § 1; L. 2000, ch. 39, § 12; July 1.
Structure Kansas Statutes
Article 46 - Electric Cooperative, Nonprofit, Membership Corporations
17-4607 Articles of incorporation.
17-4612 Board of trustees; compensation, when; terms; quorum.
17-4614 Officers; election; agents and employees; removal.
17-4615 Amendment of articles of incorporation.
17-4616 Change of location of principal office.
17-4619 Effect of consolidation or merger.
17-4622 Filing of articles; fees.
17-4624 Disposition of property.
17-4625 Nonliability of members for debts of cooperative.
17-4626 Recordation of mortgages, effect thereof.
17-4628 Trustees, officers or members may take acknowledgments.
17-4630 Jurisdiction of the state corporation commission.
17-4631 Same; approval of mergers and consolidations.
17-4632 Securities act exemption.
17-4634 Annual report; annual report fee. [See Revisor's Note]
17-4635 Application of general corporation code.
17-4653 Purpose; incorporators.
17-4656 Articles of incorporation.
17-4660 Same; waiver of notice.
17-4663 Articles of incorporation; amendment.
17-4665 Principal office, change of location.
17-4666 Merger or consolidation.
17-4669 Excess revenues, distribution to members.
17-4670 Disposition of property.
17-4671 Nonliability of members for debt of cooperative.
17-4672 Recordation of instruments, effect.
17-4673 Actions or suits affecting easement or lease.
17-4674 Qualifications to take acknowledgments.
17-4675 State corporation commission; jurisdiction; approval of merger or consolidation.
17-4676 Exemption from securities act.
17-4677 Annual report; annual report fee. [See Revisor's Note]
17-4678 Payment of costs associated with distribution and transmission.
17-4679 Payment of costs of certificated retail electric provider.