10-2076

10-2076. Conversion of existing
corporations

A. A corporation organized under the laws of this state and supplying or having the
corporate power to supply electric energy may be converted into a cooperative by
complying with the following requirements and shall then become subject to this article
with the same effect as if originally organized under this article:

1. The proposition for the conversion of the corporation into a cooperative and
proposed articles of conversion to give effect to the conversion shall be submitted to a
meeting of the members or stockholders of the corporation, or in case of a corporation
having no members or stockholders, to a meeting of the incorporators of the corporation,
the notice of which shall have attached a copy of the proposed articles of conversion.

2. If the proposition for the conversion of the 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 the corporation voting at the
meeting, or, if the 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 that
corporation represented at the meeting and voting, 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 by the cooperative.

B. The articles of conversion 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 the corporation elects to become a cooperative nonprofit
membership corporation subject to this article.

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.

7. The manner in which members, stockholders or incorporators of the corporation
may or shall become members of the cooperative. The articles may also contain any
provisions not inconsistent with this article deemed necessary or advisable for the
conduct of the business of the cooperative.

C. The articles of conversion shall be deemed the articles of incorporation of the
cooperative.