Article IX. Disposition of Property

Section 1. To Secure Indebtedness

The Board will have full power and authority, without authorization by the members of the Cooperative, to authorize the execution and delivery of mortgages or deeds of trust of any or all of the property, assets, rights, privileges,
licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated,
as well as the revenues therefrom, all upon such terms and conditions as the Board will determine, to secure any
indebtedness of the Cooperative.

Section 2. Other Disposition

1. The Cooperative may not sell, lease or otherwise dispose of more than 15% of the Cooperative’s total assets, less depreciation, as reflected on the books of the Cooperative at the time of the transaction, unless the transaction is authorized in the manner specified in Article III, Section 2 of these Bylaws.
2. If the transaction involves a sale, lease or other disposition to another cooperative, electric association, or to the State of Alaska and otherwise conforms with the requirements imposed by State law, it must be approved by the affirmative vote of a majority of the members voting on the issue in which at least 10% of the eligible voters return ballots.
3. If the transaction involves a sale, lease or other disposition to an entity other than another cooperative, electric association, or the State of Alaska and otherwise conforms with the requirements imposed by State law, it must be approved by the affirmative vote of not less than 2/3 of the members voting on the transaction if the number of members voting to approve it constitutes a majority of all the members of the Cooperative.

Section 3. Merger & Consolidation

1. Merger
   1. The proposition for the merger of the Cooperative with another cooperative or electric association into a surviving cooperative or electric association and the proposed articles of merger will be submitted to the members of the Cooperative.
   2. If the merger and the proposed articles of merger are approved by the affirmative vote of not less than 2/3 of Cooperative members voting, in which at least 10% of the eligible voters return ballots, the merger will be considered approved.
2. Consolidation
   1. The Cooperative may consolidate with another cooperative or electric association by having the proposed consolidation and proposed articles of consolidation submitted to the members.
   2. If the consolidation and proposed articles of consolidation are approved by the affirmative vote of not less than 2/3 of Cooperative members voting, in which at least 10% of the eligible voters return ballots, the consolidation will be considered approved.