Sec. 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 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 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.