Sec. 162.204. ARTICLES OF MERGER. (a) The president or vice president of each telephone cooperative, on behalf of the telephone cooperative, shall execute and acknowledge the approved articles of merger. The cooperative's seal must be affixed to the articles of merger and attested by its secretary.

(b) The articles of merger must state:

(1) that they are executed under this chapter;

(2) the name of each merging cooperative and the address of its principal office;

(3) the name of the surviving cooperative and the address of its principal office;

(4) that each merging cooperative and the surviving cooperative agree to the merger;

(5) the name and address of each director of the surviving cooperative;

(6) the terms of the merger and the manner in which the merger will be carried out, including the manner in which members of the merging cooperatives become or may become members of the surviving cooperative;

(7) the duration of the surviving cooperative; and

(8) the purpose for which the surviving cooperative is formed.

(c) The articles of merger may contain any provision consistent with this chapter considered appropriate for the conduct of the business of the surviving cooperative. The president or vice president of each cooperative executing the articles of merger shall make and attach to the articles an affidavit stating that the cooperative complied with this subchapter with respect to the articles.

(d) The original and a copy of the articles of merger shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, the secretary of state, on payment of a fee of $50, shall:

(1) file and record the articles of merger;

(2) issue a certificate of merger; and

(3) attach to the certificate of merger the copy of the articles of merger and deliver the certificate and attached copy to the surviving cooperative or its representative.

Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Sec. 162.205. EFFECT OF CONSOLIDATION OR MERGER. (a) In a consolidation the existence of each telephone cooperative ceases and the articles of consolidation are considered to be the articles of incorporation of the new cooperative. In a merger the separate existence of each merging telephone cooperative ceases and the articles of incorporation of the surviving cooperative are considered to be amended to the extent, if any, that amendment is provided for in the articles of merger.

(b) All the rights, privileges, immunities, property, and applications for membership of each of the consolidating or merging cooperatives are transferred to and vested in the new or surviving cooperative, except that this chapter does not relieve a cooperative of the obligation to comply with the applicable provisions of Title 2.

(c) The new or surviving cooperative is liable for all the liabilities and obligations of the consolidating or merging cooperatives. A claim existing or action or proceeding pending by or against a consolidating or merging cooperative may be prosecuted as if the consolidation or merger had not taken place, and the new or surviving cooperative may be substituted in the place of the consolidating or merging cooperative. The consolidation or merger does not impair the rights of creditors of or liens on the property of a consolidating or merging cooperative.

Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.