35-18-206. Existing corporations -- reorganization under chapter -- articles of conversion. Any corporation organized under the laws of this state for the purpose, among others, of supplying electrical energy in rural areas or telephone service may become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements:
(1) The proposition for the conversion of the corporation into a cooperative under this chapter and proposed articles of conversion to give effect to the conversion must be first approved by the board of trustees or the board of directors, as the case may be, of the corporation. The proposed articles of conversion must recite in the caption that they are executed pursuant to this chapter and must state:
(a) the name of the corporation prior to its conversion into a cooperative under this chapter;
(b) the address of the principal office of the corporation;
(c) the date of the filing of its articles of incorporation in the office of the secretary of state;
(d) the statute or statutes under which the corporation was organized;
(e) the name assumed by the corporation;
(f) a statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter;
(g) the manner and basis of converting either memberships in or shares of stock of the corporation into memberships in the corporation after completion of the conversion; and
(h) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs.
(2) The proposition for the conversion of the corporation into a cooperative under this chapter and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of the corporation must then be submitted to a vote of the members or stockholders, as the case may be, of the corporation at any duly held annual or special meeting of the corporation, the notice of which must set forth full particulars concerning the proposed conversion. The proposition for the conversion of the corporation into a cooperative under this chapter and the proposed articles of conversion, with any amendments to the articles of conversion that the members or stockholders of the corporation choose to make, is considered to be approved upon the affirmative vote of not less than two-thirds of those members of the corporation voting on the articles of conversion at the meeting or, if the corporation is a stock corporation, upon the affirmative vote of the holders of not less than two-thirds of the capital stock of the corporation represented at the meeting.
(3) Upon approval by the members or stockholders of the corporation, articles of conversion in the form approved by the members or stockholders of the corporation must be executed on behalf of the corporation by its president or vice president and its corporate seal must be affixed to the articles of conversion and attested by its secretary or assistant secretary. The president or vice president executing the articles of conversion on behalf of the corporation shall also make and annex to the articles of conversion an affidavit stating that the provisions of this section with respect to the approval of its trustees or directors and its members or stockholders of the proposition for the conversion of the corporation into a cooperative under this chapter and the articles of conversion were complied with.
(4) The articles of conversion and affidavit must be submitted to the secretary of state for filing as provided in this chapter.
(5) The term "articles of incorporation" as used in this chapter includes the articles of conversion of a converted corporation.
History: En. Sec. 16, Ch. 172, L. 1939; amd. Sec. 7, Ch. 80, L. 1957; R.C.M. 1947, 14-516; amd. Sec. 43, Ch. 174, L. 1983; amd. Sec. 5, Ch. 168, L. 1987; amd. Sec. 44, Ch. 7, L. 2001.