Article XIII – Consolidation or Merger

Section 13.01

The Cooperative may consolidate or merge only with an entity operating on a cooperative basis that provides electric energy.

1. Board Approval. To consolidate or merge, the Board of Directors must approve by a vote of at least two-thirds an agreement or plan to consolidate or merge (“Consolidation or Merger Agreement”) stating the:
   1. terms and conditions of the consolidation or merger;
   2. name of each entity consolidating or merging with the Cooperative;
   3. name of the new or surviving consolidated or merged entity (“New Entity”);
   4. manner and basis, if any, of converting memberships or ownership rights of each consolidating or merging entity into memberships or ownership rights of, or payments from, the New Entity;
   5. number of directors of the New Entity, which must equal or exceed 5;
   6. date of the New Entity’s annual meeting;
   7. names of New Entity directors who will serve until the New Entity’s first annual meeting; and
   8. other information required by law.
      The Board of Directors must also approve by a vote of at least two-thirds proposed articles of consolidation or merger, and any amendments to the proposed articles of consolidation or merger.
      Upon the Board of Directors’ approval of the plan to consolidate or merge, the Consolidation or Merger Agreement, the proposed articles of consolidation or merger, and any amendments to the proposed articles of consolidation or merger shall be presented to the total membership of the Cooperative for adoption and approval.
2. Member Approval. To consolidate or merge, after the Board approves a Consolidation or Merger Agreement, two-thirds of the total membership must approve the Consolidation or Merger Agreement, proposed articles of consolidation or merger, and any amendments to the proposed articles of consolidation or merger.
3. Notice. The Cooperative shall notify members of a member meeting, at which members may consider a Consolidation or Merger Agreement. This notice must contain, or be accompanied by, a summary or copy of the Consolidation or Merger Agreement, the New Entity’s articles of incorporation and bylaws, and any provision that would require director or member approval if contained in a proposed articles or bylaws amendment. Notification to members of the Southern Maryland delegation to the Maryland General Assembly shall be made by certified mail at least 45 days before the member meeting.
4. Other Requirements. The New Entity directors named in the Consolidation or Merger Agreement must sign and file articles of consolidation or merger in a manner, and stating the information, required by law. The Cooperative shall comply with all other requirements for consolidation or merger specified by law.