§ 79-17-41. Conversion to corporate form of organization.
(1) Any cooperative association, heretofore or hereafter organized with capital stock under Chapters 17, 19 and 21, Title 79, Mississippi Code of 1972, may, by amendment to its articles of association and incorporation, change its corporate name and form of organization from the cooperative name and form to the corporate form of organization as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended, and such change shall be made in the manner hereinafter provided. In the event of such amendment said cooperative association shall thereafter be entitled to all of the benefits and be subject to all of the provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(2) Any amendment to the articles of association and incorporation of associations as provided in subsection 1 hereof must first be approved by a vote of not less than two-thirds (2/3) of all the members of the board of directors. Such proposed amendment shall then be submitted to either a regular or a special meeting of the shareholders of the association, and its adoption shall require a vote of the holders of the majority of each class of stock. Absent holders of stock may vote at such meeting on such proposed amendment either in writing or by proxy. Amendments to the articles of association and incorporation when so adopted shall be certified to by the president and the secretary of the association and shall be filed with the secretary of state. Upon receipt of such amendment by the secretary of state, it shall be dealt with in the same manner and shall be subject to the same laws and regulations governing the filing, approval, recordation and publication of original charters of incorporation as provided under the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended. Said amendment shall be recorded in the manner provided by and subject to the other provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(3) Any proposed amendment as provided for under this section shall state, among other things, that one of the purposes and effects of said amendment is to change the form of organization of said cooperative association from the cooperative form, as provided by Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, to the corporate form as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(4) This section shall not repeal other provisions of law pertaining to the securing of amendments to articles of association and incorporation of associations organized under Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, but shall be supplemental thereto; provided, however, such present provisions of law shall in no way be construed to prohibit or limit the exercise of the authority herein granted.
Sources: Codes, 1942, § 4535.5; Laws, 1950, ch. 311, §§ 1-4; Laws, 1964, ch. 264, eff from and after passage (approved April 15, 1964).
§ 79-17-41. Conversion to corporate form of organization.
(1) Any cooperative association, heretofore or hereafter organized with capital stock under Chapters 17, 19 and 21, Title 79, Mississippi Code of 1972, may, by amendment to its articles of association and incorporation, change its corporate name and form of organization from the cooperative name and form to the corporate form of organization as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended, and such change shall be made in the manner hereinafter provided. In the event of such amendment said cooperative association shall thereafter be entitled to all of the benefits and be subject to all of the provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(2) Any amendment to the articles of association and incorporation of associations as provided in subsection 1 hereof must first be approved by a vote of not less than two-thirds (2/3) of all the members of the board of directors. Such proposed amendment shall then be submitted to either a regular or a special meeting of the shareholders of the association, and its adoption shall require a vote of the holders of the majority of each class of stock. Absent holders of stock may vote at such meeting on such proposed amendment either in writing or by proxy. Amendments to the articles of association and incorporation when so adopted shall be certified to by the president and the secretary of the association and shall be filed with the secretary of state. Upon receipt of such amendment by the secretary of state, it shall be dealt with in the same manner and shall be subject to the same laws and regulations governing the filing, approval, recordation and publication of original charters of incorporation as provided under the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended. Said amendment shall be recorded in the manner provided by and subject to the other provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(3) Any proposed amendment as provided for under this section shall state, among other things, that one of the purposes and effects of said amendment is to change the form of organization of said cooperative association from the cooperative form, as provided by Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, to the corporate form as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(4) This section shall not repeal other provisions of law pertaining to the securing of amendments to articles of association and incorporation of associations organized under Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, but shall be supplemental thereto; provided, however, such present provisions of law shall in no way be construed to prohibit or limit the exercise of the authority herein granted.
Sources: Codes, 1942, § 4535.5; Laws, 1950, ch. 311, §§ 1-4; Laws, 1964, ch. 264, eff from and after passage (approved April 15, 1964).
§ 79-17-41. Conversion to corporate form of organization.
(1) Any cooperative association, heretofore or hereafter organized with capital stock under Chapters 17, 19 and 21, Title 79, Mississippi Code of 1972, may, by amendment to its articles of association and incorporation, change its corporate name and form of organization from the cooperative name and form to the corporate form of organization as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended, and such change shall be made in the manner hereinafter provided. In the event of such amendment said cooperative association shall thereafter be entitled to all of the benefits and be subject to all of the provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(2) Any amendment to the articles of association and incorporation of associations as provided in subsection 1 hereof must first be approved by a vote of not less than two-thirds (2/3) of all the members of the board of directors. Such proposed amendment shall then be submitted to either a regular or a special meeting of the shareholders of the association, and its adoption shall require a vote of the holders of the majority of each class of stock. Absent holders of stock may vote at such meeting on such proposed amendment either in writing or by proxy. Amendments to the articles of association and incorporation when so adopted shall be certified to by the president and the secretary of the association and shall be filed with the secretary of state. Upon receipt of such amendment by the secretary of state, it shall be dealt with in the same manner and shall be subject to the same laws and regulations governing the filing, approval, recordation and publication of original charters of incorporation as provided under the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended. Said amendment shall be recorded in the manner provided by and subject to the other provisions of the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(3) Any proposed amendment as provided for under this section shall state, among other things, that one of the purposes and effects of said amendment is to change the form of organization of said cooperative association from the cooperative form, as provided by Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, to the corporate form as provided by the Mississippi Business Corporation Law, being Sections 79-3-1 through 79-3-293, Mississippi Code of 1972, as existing or hereafter amended.
(4) This section shall not repeal other provisions of law pertaining to the securing of amendments to articles of association and incorporation of associations organized under Chapters 17, 19, and 21, Title 79, Mississippi Code of 1972, but shall be supplemental thereto; provided, however, such present provisions of law shall in no way be construed to prohibit or limit the exercise of the authority herein granted.
Sources: Codes, 1942, § 4535.5; Laws, 1950, ch. 311, §§ 1-4; Laws, 1964, ch. 264, eff from and after passage (approved April 15, 1964).
