Tex. Utils. Code Section 162.254
Articles of Consolidation and Conversion

(a)

The approved articles of consolidation and conversion:

(1)

shall be executed, acknowledged, and sealed as prescribed by Section 162.252 (Articles of Conversion) and by the law under which the consolidating and converting corporations were organized;

(2)

must:

(A)

state that they are executed under this chapter and the law under which the corporations were organized and that each consolidating corporation elects that the new corporation be a cooperative; and

(B)

contain all other information required by the law under which the corporations were organized; and

(3)

may contain any provision consistent with this chapter considered appropriate for the conduct of the business of the cooperative.

(b)

The president or vice president executing the articles of consolidation and conversion shall make and attach to the articles an affidavit stating that the corporations complied with this section and Section 162.253 (Consolidation and Conversion of Corporations into Telephone Cooperative) and with the applicable provisions of the law under which the consolidating corporations were organized with respect to the articles. The articles of consolidation and conversion are considered to be the articles of incorporation of the cooperative and shall be filed in accordance with the provisions both of this chapter and of the law under which the consolidating corporations were organized.

(c)

The original and a copy of the articles of consolidation and conversion 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 consolidation and conversion;

(2)

issue a certificate of consolidation and conversion; and

(3)

attach to the certificate the copy of the articles and deliver the certificate and attached copy to the cooperative or its representative.
Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.

Source: Section 162.254 — Articles of Consolidation and Conversion, https://statutes.­capitol.­texas.­gov/Docs/UT/htm/UT.­162.­htm#162.­254 (accessed Jun. 5, 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
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 162.254’s source at texas​.gov