47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.

269 words·~1 min read·/sd/title-47/chapter-47-21/47-21-24

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If the proposition for the conversion of the corporation described in § 47-21-22 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, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two - thirds of its incorporators, 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, nonprofit 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, stockholders or incorporators of such corporation may or shall become members of the cooperative;