§ 46-3-381 — Procedure for consolidation generally

(a) Any two or more electric membership corporations may consolidate into a new electric membership corporation pursuant to a plan of consolidation approved in the manner provided in this part. (b) The board of directors of each electric membership corporation participating in the consolidation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth: (1) The names of the electric membership corporations proposing to consolidate and the name of the new electric membership corporation into which they propose to consolidate, which shall be referred to in this article as the new electric membership corporation; (2) The terms and conditions of the proposed consolidation; (3) The manner and basis of converting the membership interests into membership interests, rights, obligations, or securities of the new electric membership corporation or any other corporation or, in whole or in part, into cash or other property; (4) With respect to the new electric membership corporation, all of the statements required to be set forth in articles of incorporation for electric membership corporations organized under this article; and (5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.