ARTICLE VIII

Disposition of Property

SECTION 1. To Secure Indebtedness
The Board shall have full power and authority, without authorization by the members of the Cooperative, to authorize the execution and delivery of a mortgage or mortgages or a deed 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 shall determine, to secure any indebtedness of the Cooperative.

SECTION 2. Other Disposition
The Cooperative may not sell, lease or otherwise dispose of more than fifteen percent 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 this Bylaw. If the transaction involves a sale, lease or other disposition to another cooperative 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 an election in which at least ten percent of the eligible voters return ballots. If the transaction involves a sale, lease or other disposition to an entity other than another cooperative 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 two-thirds 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 and Consolidation
The proposition for the merger of the Cooperative with another cooperative into a surviving cooperative and the proposed articles of merger shall be submitted to the members of the Cooperative. If the merger and the proposed articles of merger are approved by the affirmative vote of not less than two-thirds of the members voting on them from each cooperative, the merger shall be considered approved.

The Cooperative may consolidate with another cooperative by having the proposed consolidation and proposed articles of consolidation submitted to the members. If the consolidation and proposed articles of consolidation are approved by the affirmative vote of not less than two-thirds of the members voting on them from each cooperative, the consolidation shall be considered approved.