§ 34 — Effect of consolidation or merger

New York § 34

• Jurisdiction: New York
• Law REL: Rural Electric Cooperative
• Art. 3: Amendment; Consolidation; Merger; and Dissolution

Text

§ 34. Effect of consolidation or merger. (a) In the case of a\nconsolidation the existence of the consolidating cooperatives shall\ncease and the articles of consolidation shall be deemed to be articles\nof incorporation of the new cooperative; and in the case of a merger the\nseparate existence of the merging cooperatives shall cease and the\narticles of incorporation of the surviving cooperative shall be deemed\nto be amended to the extent, if any, that changes therein are provided\nfor in the articles of merger;\n (b) All the rights, privileges, immunities and franchises and all\nproperty, real and personal, including without limitation applications\nfor membership, all debts due on whatever account and all other choses\nin action, of each of the consolidating or merging cooperatives shall be\ndeemed to be transferred to and vested in the new or surviving\ncooperative without further act or deed;\n (c) The new or surviving cooperative shall be responsible and liable\nfor all the liabilities and obligations of each of the consolidating or\nmerging cooperatives and any claim existing or action or proceeding\npending by or against any of the consolidating or merging cooperatives\nmay be prosecuted as if the consolidation or merger had not taken place,\nbut the new or surviving cooperative may be substituted in its place;\nand\n (d) Neither the rights of creditors nor any liens upon the property of\nany of such cooperatives shall be impaired by such consolidation or\nmerger.\n