Section 40. Conversion of existing domestic corporations  


Latest version.
  • Any corporation
      organized under the laws of this state and supplying  or  authorized  to
      supply  electric energy may be converted into a cooperative by complying
      with the following requirements and shall thereupon  become  subject  to
      this  chapter with the same effect as if originally organized under this
      chapter:
        (a) The proposition for the conversion  of  such  corporation  into  a
      cooperative  and  proposed articles of conversion to give effect thereto
      shall be submitted to a meeting of the members or stockholders  of  such
      corporation,  the  notice of which shall have attached thereto a copy of
      the proposed articles of conversion;
        (b) If the proposition for the conversion of such corporation  into  a
      cooperative   and   the   proposed  articles  of  conversion,  with  any
      amendments, are approved by  the  affirmative  vote  of  not  less  than
      two-thirds  of  those members of such corporation voting thereon at such
      meeting, or,  if  such  corporation  is  a  stock  corporation,  by  the
      affirmative  vote  of  the  holders of not less than two-thirds of those
      shares of the capital stock of  such  corporation  represented  at  such
      meeting  and voting thereon, articles of conversion in the form approved
      shall be executed and acknowledged on behalf of such corporation by  its
      president  or  vice-president  and its seal shall be affixed thereto and
      attested by its secretary. The articles of conversion shall recite  that
      they  are  executed  pursuant  to this chapter and shall state:  (1) the
      name of the corporation and the address of its principal office prior to
      its conversion into a cooperative; (2) the  statute  or  statutes  under
      which  it was organized; (3) a statement that such corporation elects to
      become a cooperative, non-profit, membership corporation subject to this
      chapter; (4) its name as a cooperative; (5) the address of the principal
      office of the cooperative; (6) the names and addresses of the  directors
      of  the cooperative; and (7) the manner in which members or stockholders
      of such corporation may or shall become members of the cooperative;  and
      may  contain  any  provisions  not inconsistent with this chapter deemed
      necessary  or  advisable  for  the  conduct  of  the  business  of   the
      cooperative.  The president or vice-president executing such articles of
      conversion shall make and annex thereto an affidavit  stating  that  the
      provisions  of  this  section were duly complied with in respect of such
      articles.  The articles of conversion shall be deemed to be the articles
      of incorporation of the cooperative.