17-4619. Effect of consolidation or merger. (a) In the case of a consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in case of a merger the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperatives shall be amended to the extent, if any, that changes therein are necessary in the articles of merger;
(b) all the rights, privileges, immunities and franchises and all property, real and personal, including applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed;
(c) the new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place; and
(d) neither the rights of creditors nor any liens upon the property of any such cooperatives shall be impaired by such consolidation or merger.
History: L. 1941, ch. 185, ยง 19; June 30.
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.