Articles Of Consolidation (Domestic Cooperative Corporation) {08-465}

08-465 (Rev. 02/01/2012) Articles of Consolidation Instructions ARTICLES OF CONSOLIDATION Domestic Cooperative Corporation AS 10.15.405 226 10.15.445 Filing Fee: $25.00 (non-refundable) INSTRUCTIONS (Please retain for your records): NOTICE: The Articles of Consolidation will not be filed if a biennial report is due or the signatures do not match what the Corporations Section has on record. Please verify the following before completing the application. o Have all current biennial reports be filed? o Are the officers/directors/shareholders up to date on our records? To verify this information please search for the entity by going to Search Corporations Database in the Corporations Section of our website at www.commerce.alaska.gov/occ . If the officers/directors/shareholders have changed, but no biennial report is due, please submit a Notice of Change located in Forms and Fees. Refer to Alaska Statutes 10.15.405 226 10.15.445. Two or more cooperatives may consolidate in accordance with the plan of consolidation set out under this chapter. ARTICLE 1: Provide the name(s) and, if applicable, the Alaska Entity Number(s) of the consolidating entities. ARTICLE 2: Provide the name of the new corporation. ARTICLE 3: A copy of the Plan of Consolidation must be attached and should set out: the names of the consolidating cooperatives and the new cooperative; the terms and conditions of the proposed consolidation; the effect of the proposed merger or consolidation on all members and shareholders of each of the cooperatives; in the case for a plan for consolidation, the articles of the new cooperative, which must include all of the statements required to be set forth in articles for cooperatives organized under this chapter; other provisions of the consolidation considered necessary or desirable. ARTICLE 4: The Plan of Consolidation must be approved by each entity that is party to the consolidation. Provide the voting information for each entity. If the shares of a class were entitled to vote as a class, indicate the number of shares of the class voting for and against the plan. ARTICLE 5: The Articles of Consolidation must be signed by the president or vice president and by the secretary or assistant secretary of each entity involved in the consolidation. Mail the Articles of Consolidation and the non-refundable $25.00 filing fee in U.S. dollars to: State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.alaska.gov/occ American LegalNet, Inc. www.FormsWorkFlow.com 08-465 (Rev. 02/01/2012) Page 1 of 3 State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.alaska.gov/occ DO NOT STAMP ABOVE THIS BOX Office Use Only CORP ARTICLES OF CONSOLIDATION Domestic Cooperative Corporation AS 10.15.405 226 10.15.445 $25.00 Filing Fee (non-refundable) Pursuant to Alaska Statutes 10.15.400 226 10.15.445, two or more cooperatives may consolidate in accordance with the plan of consolidation set out under this chapter. ARTICLE 1: Name of the consolidating entity: Alaska Entity # (if applicable): Name of the consolidating entity: Alaska Entity # (if applicable): Attach a separate sheet with additional corporations, if necessary. ARTICLE 2: Name of the new entity: ARTICLE 3: Attach a Plan of Merger. See AS 10.15.405 for details on what the Plan of Consolidation must include. ARTICLE 4: The Plan of Consolidation must be approved by each entity that is party to the consolidation. Provide the voting information for each entity; if the cooperative does not have authorized shares, ignore the second column. Name of the consolidating entity: If cooperative has authorized shares: Date of adoption of the plan: (mm/dd/yyyy format) Number of shares entitled to vote: Number of members voting for the plan: Number of shares voting for the plan: Number of members voting against the plan: Number of shares voting against the plan: American LegalNet, Inc. www.FormsWorkFlow.com 08-465 (Rev. 02/01/2012) Page 2 of 3 Name of the consolidating entity: If cooperative has authorized shares: Date of adoption of the plan: (mm/dd/yyyy format) Number of shares entitled to vote: Number of members voting for the plan: Number of shares voting for the plan: Number of members voting against the plan: Number of shares voting against the plan: Name of the surviving entity: If cooperative has authorized shares: Date of adoption of the plan: (mm/dd/yyyy format) Number of shares entitled to vote: Number of members voting for the plan: Number of shares voting for the plan: Number of members voting against the plan: Number of shares voting against the plan: ARTICLE 5: The Articles of Consolidation must be signed by the president or vice president and by the secretary or assistant secretary of each entity involved in the consolidation. Name of the consolidating entity: Signature of President or Vice President Printed Name of President or Vice President Date Signature of Secretary or Assistant Secretary Printed name of Secretary or Asst. Secretary Date Name of the consolidating entity: Signature of President or Vice President Printed Name of President or Vice President Date Signature of Secretary or Assistant Secretary Printed name of Secretary or Asst. Secretary Date American LegalNet, Inc. www.FormsWorkFlow.com 08-465 (Rev. 02/01/2012) Page 3 of 3 Name of the surviving entity: Signature of President or Vice President Printed Name of President or Vice President Date Signature of Secretary or Assistant Secretary Printed name of Secretary or Asst. Secretary Date NOTE: Persons who sign documents filed with the commissioner that are known to the person to be false in material respects are guilty of a class A misdemeanor. NOTE: If the surviving or new entity is governed by the laws of another state and is going to transact business in this state, it shall comply with the provisions of the Alaska Corporations Code (AS 10.06) with respect to foreign corporation and submit a Certificate of Authority to this office. Mail the Articles of Consolidation and the non-refundable $25.00 filing fee in U.S. dollars to: State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. American LegalNet, Inc. www.FormsWorkFlow.com 08-561 (Rev. 02/01/2012) Page 1 of 1 State of Alaska Division of Corporations, Business and Professional Licensing CORPORATIONS SECTION PO Box 110806 Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Website: www.commerce.alaska.gov/occ DO NOT STAMP ABOVE THIS BOX Office Use Only CORP CONTACT INFORMATION SHEET Please return this document with your filing. This information will only be used to resolve questions with the filings attached. NOTE: this form will not be filed for record or appear online. Name of entity as it appears on filing: To resolve questions with this filing, contact: Name: Email: Phone: Mailing address: Return documents to: Name: Company: Mailing address: Attach this form to your filings. Send all documents to: State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. American LegalNet, Inc. www.FormsWorkFlow.com All major credit cards are accepted. For security purposes, do not email credit card information. Include this credit card payment form with your application. Name of Applicant or Licensee: Program Type: License Num