48:24-17 Merger, consolidation, division.

17. a. Any two or more rural electric cooperatives may merge, consolidate, or divide, but only if the surviving or resulting entity is a rural electric cooperative existing under P.L.2017, c.297 (C.48:24-1 et al.) or under the laws of a neighboring state. Every merger, consolidation, or division of a cooperative shall be proposed by the adoption by the board of directors of a resolution approving the plan of merger, consolidation, or division and directing that the plan be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members.

b. A rural electric cooperative may sell, lease, lease-sell, exchange, or otherwise dispose of all or substantially all of its assets, other than in the ordinary course of business, only when authorized by the affirmative vote of two-thirds of all the members of the cooperative.

(1) The plan of asset transfer presented shall set forth the terms and conditions of the sale, lease, exchange, or other disposition, or may authorize the board of directors of the cooperative to fix any terms and conditions, including the consideration to be received by the cooperative therefor.

(2) Prior to the submission for consideration by the members of the cooperative, the board of directors of the cooperative shall first give all other rural electric cooperatives within the State of New Jersey and a neighboring state an opportunity to submit competing proposals. That opportunity shall be presented in the form of a written notice to those cooperatives, which notice shall be attached to a copy of the proposal which the cooperative has already received. Those cooperatives shall be given not less than 30 days during which to submit competing proposals, and the actual minimum period within which proposals are to be submitted shall be stated in the written notice given to them.

(3) Within 30 days after the expiration of the notice period set by the board of directors of a cooperative under paragraph (2) of this subsection, written notice of the special meeting to consider and take action on the plan of asset transfer and expressing in detail each of the proposals shall be given to each member of the cooperative. The special meeting shall not be held sooner than 30 days after giving that notice to the members.

(4) After a plan of asset transfer has been authorized by the members of a cooperative, the board of directors, in its discretion, may either pursue or abandon the sale, lease, lease-sale, exchange, or other disposition, subject to the rights of third parties under any contracts relating thereto, without further action or approval by the members.

L.2017, c.297, s.17.