35-16-210. Existing associations -- reorganization under chapter.
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35-16-210 . Existing associations -- reorganization under chapter.
(1)Any cooperative or other corporation, association, society, or group of individuals on or before March 5, 1921, associated together for purposes and objects similar to those contemplated by the provisions of this chapter desiring to come within the provisions of this chapter may, by resolution of their board of directors, direct written notice to be given to each stockholder or member of their corporation or group of individuals of the proposal to organize a corporation or district under the provisions of this chapter and request 10 or more of their members qualified as provided in this chapter to prepare and file, in the county that they select to make their principal place of business, a petition in accordance with the provisions of 35-16-202 . If after petitioning not less than two-thirds of the stockholders or members of the cooperative or other corporation, association, society, or group of individuals either file with the corporation or district their written consent to the reorganization or petition to become members, in accordance with the provisions of this chapter, or both, the board of directors or other governing board of the existing cooperative or other corporation, association, society, or group of individuals must be authorized to, through proper officers, transfer to the new corporation or district, when organized, their corporate assets, real, personal, and mixed.
(2)Any stockholder or member of any cooperative or other corporation or society reorganized under the provisions of this section, consenting to the reorganization but not including lands in the reorganized corporation or district, is entitled to a certificate or shares of stock or other evidence of membership in the reorganized corporation or district of the par value equal to the value of the stockholder's or member's certificate or shares of stock or membership right in the previous existing cooperative or other corporation or society's assets at the time of the reorganization and is to this extent a stockholder or member. However, any stockholder or member of the corporation or group of individuals that are reorganizing may not be considered as increasing the stock of the new corporation so as to require consent of a majority of its members or stockholders to their admission.