Articles Of Merger Domestic Cooperative Corporation {08-464}

08-464 (Rev. 02/01/2012) Articles of Merger Instructions ARTICLES OF MERGER Domestic Cooperative Corporation AS 10.15.400 226 10.15.445 Filing Fee: $25.00 (non-refundable) INSTRUCTIONS (Please retain for your records): NOTICE: The Articles of Merger 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 there is a biennial report due, the report may be filed online by selecting Biennial Reports on the Corporations Section page. If the officers/directors/shareholders have changed, but no biennial report is due, please submit a Notice of Change located in the Forms and Fees section. Refer to Alaska Statutes 10.06.532 226 10.06.550. The Articles of Merger shall be executed by each corporation and must set out the Plan of Merger, number of shares outstanding for each corporation, and, if the shares of a class were entitled to vote, the designation and number of outstanding shares of the class; and the number of shares voting for and against the plan. ARTICLE 1: Provide the name(s) and, if applicable, the Alaska Entity Number(s) of the merging entities. ARTICLE 2: Provide the name and, if applicable, the Alaska Entity Number of the surviving entity. ARTICLE 3: A copy of the Plan of Merger must be attached and should set out: the names of the merging corporations and surviving corporation; the terms and conditions of the proposed merger; the manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation; a statement of changes in the articles of incorporation of the surviving corporation caused by the merger; other provisions of the merger considered necessary or desirable. ARTICLE 4: The Plan of Merger must be approved by each entity that is party to the merger. 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: Indicate if this is a merger involving one or more subsidiary corporations. If so, include a Plan of Merger as set out in AS 10.06.554 226 558. ARTICLE 6: The Articles of Merger must be signed by the president or vice president and by the secretary or assistant secretary of each entity involved in the merger. 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 08-464 (Rev. 02/01/2012) Articles of Merger Instructions NOTE: Persons who sign documents filed with the commissioner that are known to the person to be false in material respects is guilty of a class A misdemeanor. NOTE: If a foreign corporation authorized to transact business in this state is a party to an organic change permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the change becomes effective, file with the Commissioner a copy of the Articles of Merger, consolidation, exchange, or reorganization authenticated by the proper office of the state or country under whose laws the organic change was carried out. It is not necessary for the corporation to obtain a new or amended Certificate of Authority to transact business in the state unless the name of the corporation is changed, or unless the corporation desires to pursue in this state other or additional purposes than those it is already authorized to transact in this state. Mail the Articles of Merger 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 08-464 (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 MERGER Domestic Cooperative Corporation AS 10.15.400 226 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 merge in accordance with the plan of merger set out under this chapter. ARTICLE 1: Name of the merging entity: Alaska Entity # (if applicable): Name of the merging entity: Alaska Entity # (if applicable): Attach a separate sheet with additional corporations, if necessary. ARTICLE 2: Name of the surviving entity: Alaska Entity # (if applicable): ARTICLE 3: Attach a Plan of Merger. See AS 10.15.405 for details on what the Plan of Merger must include. ARTICLE 4: The Plan of Merger must be approved by each entity that is party to the merger. Provide the voting information for each entity; if the entity does not have separate classes of shares, ignore the second column. Name of the merging 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 08-464 (Rev. 02/01/2012) Page 2 of 3 Name of the merging 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: Attach a separate sheet with additional corporations, if necessary. ARTICLE 6: The Articles of Merger must be signed by the president or vice president and by the secretary or assistant secretary of each entity involved in the merger. Name of the merging 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 merging 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 08-464 (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 Merger 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