Tex. Utils. Code Section 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.

Source: Section 162.204 — Articles of Merger, https://statutes.­capitol.­texas.­gov/Docs/UT/htm/UT.­162.­htm#162.­204 (accessed Mar. 23, 2024).

162.001
Short Title
162.002
Purpose
162.003
Definitions
162.004
Certain Corporate Names Prohibited
162.005
Effect of Recording Certain Mortgages Executed by Telephone Cooperatives
162.006
Construction Standards
162.051
Incorporators
162.052
Duration of Corporation
162.053
Name of Telephone Cooperative
162.054
Articles of Incorporation
162.055
Filing and Recording of Articles of Incorporation
162.056
Revival of Articles of Incorporation
162.057
Organizational Meeting
162.058
Perfecting Defectively Organized Corporations
162.059
Nonprofit Operation
162.060
Members Not Liable for Debts of Telephone Cooperative
162.061
License Fee
162.062
Exemption from Excise Taxes
162.063
Exemption from Application of Securities Act
162.064
Bylaws
162.065
Membership
162.066
Patrons
162.067
Meetings of Members
162.068
Notice of Members’ Meeting
162.069
Waiver of Notice
162.070
Members’ Meeting: Quorum and Voting
162.071
Board of Directors
162.072
Election of Directors
162.073
Compensation of Directors
162.074
Insurance for Directors
162.075
Board Meetings
162.076
Districts
162.077
Officers, Agents, and Employees
162.078
Executive Committee
162.079
Indemnification
162.080
Change of Location of Principal Office
162.081
Director, Officer, or Member Acting as Notary
162.082
Applicability to Corporations Organized Under Other Law
162.121
General Powers
162.122
Powers Relating to Provision of Communication Service
162.123
Connection and Interconnection of Facilities
162.124
Eminent Domain
162.125
Encumbrance and Disposition of Property Without Members’ Authorization
162.126
Encumbrance, Lease, and Disposition of Property with Members’ Authorization
162.151
Amendment of Articles of Incorporation
162.152
Presentation and Approval of Proposed Amendment
162.153
Articles of Amendment
162.154
Filing of Articles of Amendment
162.201
Consolidation
162.202
Articles of Consolidation
162.203
Merger
162.204
Articles of Merger
162.205
Effect of Consolidation or Merger
162.251
Conversion of Corporation into Telephone Cooperative
162.252
Articles of Conversion
162.253
Consolidation and Conversion of Corporations into Telephone Cooperative
162.254
Articles of Consolidation and Conversion
162.301
Dissolution
162.302
Existence Following Dissolution
162.303
Distribution of Net Assets on Dissolution
162.304
Dissolution of Defectively Incorporated Telephone Cooperative

Accessed:
Mar. 23, 2024

§ 162.204’s source at texas​.gov