2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 15 - Rural Electric Cooperatives › Section 62-15-14 - Merger.

Any one or more cooperatives, each of which is designated a "merging cooperative" in this section, may merge into another cooperative, designated the "surviving cooperative" in this section, by complying with the following requirements:
A. the proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect to the merger shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to the Rural Electric Cooperative Act and shall state:
(1) the name of each merging cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of the secretary of state;
(2) the name of the surviving cooperative and the address of its principal office;
(3) a statement that the merging cooperatives elect to be merged into the surviving cooperative;
(4) the terms and conditions of the merger and the mode of carrying it into effect, including the manner and basis of converting the memberships in the merging cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of the converted memberships; and
(5) any provisions not inconsistent with the Rural Electric Cooperative Act deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative;
B. the proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of a simple majority of those members of each cooperative voting thereon at that meeting; and
C. upon approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice president, and its seal shall be affixed thereto and attested by its secretary. The president or vice president of each cooperative executing the articles of merger shall make and annex to the articles of merger an affidavit stating that the provisions of this section were duly complied with by such cooperative. The articles of merger and affidavits shall be submitted to the secretary of state for filing as provided in Section 62-15-19 NMSA 1978.
History:
Laws 1939, ch. 47, § 14; 1941 Comp., § 48-414; 1953 Comp., § 45-4-14; Laws 1979, ch. 64, § 2; 2013, ch. 75, § 29.
ANNOTATIONS
The 2013 amendment,
effective July 1, 2013, required that articles of merger state the date the articles of incorporation were filed with the secretary of state; in Paragraph (1) of Subsection A, after "in the office of the", deleted "state corporation commission" and added "secretary of state"; and in Subsection C, in the third sentence, after "submitted to the", deleted "state corporation commission" and added "secretary of state".
Power of eminent domain.
A corporation organized for the primary purpose of supplying electric power or energy to rural areas on a cooperative basis, although organized under the laws of another state and resulting from an interstate merger, is a rural electric cooperative under the Rural Electric Cooperative Act, and thus has the power of eminent domain under this section.
Tri-State Generation & Transmission Ass'n v. King
, 2003-NMSC-029, 134 N.M. 467, 78 P.3d 1226.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 43 C.J.S. Industrial Cooperative Societies §§ 3, 6, 13.