394.070. Corporation may become subject to provisions of chapter, how. - Missouri Statutes

Corporation may become subject to provisions of chapter, how.

394.070. 1. Any corporation organized under the laws ofthis state for the purpose, among others, of supplying electricenergy in rural areas may be converted into a cooperative andbecome subject to this chapter with the same effect as iforiginally organized under this chapter by complying with thefollowing requirements:

(1) The proposition for the conversion of such corporationinto a cooperative and proposed articles of conversion to giveeffect thereto shall be first approved by the board of trusteesor the board of directors, as the case may be, of suchcorporation. The proposed articles of conversion shall recite inthe caption that they are executed pursuant to this chapter andshall state

(a) The name of the corporation prior to its conversion intoa cooperative;

(b) The address of the principal office of such corporation;

(c) The date of the filing of the articles of incorporationof such corporation in the office of the secretary of state;

(d) The statute or statutes under which such corporation wasorganized;

(e) The name assumed by such corporation;

(f) A statement that such corporation elects to become acooperative, nonprofit, membership corporation subject to thischapter;

(g) The manner and basis of converting either memberships inor shares of stock of such corporation into memberships thereinafter completion of the conversion; and

(h) Any provisions not inconsistent with this chapter deemednecessary or advisable for the conduct of the business andaffairs of such corporation.

(2) The proposition for the conversion of such corporationinto a cooperative and the proposed articles of conversionapproved by the board of trustees or board of directors, as thecase may be, of such corporation shall then be submitted to avote of the members or stockholders, as the case may be, of suchcorporation at any duly held annual or special meeting thereofthe notice of which shall set forth full particulars concerningthe proposed conversion. The proposition for the conversion ofsuch corporation into a cooperative and the proposed articles ofconversion, with such amendments thereto as the members orstockholders of such corporation shall choose to make, shall bedeemed to be approved upon the affirmative vote of not less thana majority of the members of such corporation, or, if suchcorporation is a stock corporation upon the affirmative vote ofthe holders of not less than a majority of the capital stock ofsuch corporation.

(3) Upon such approval by the members or stockholders ofsuch corporation, articles of conversion in the form approved bysuch members or stockholders shall be executed and acknowledgedin duplicate on behalf of such corporation by its president orvice president and its corporate seal shall be affixed theretoand attested by its secretary. The president or vice presidentexecuting such articles of conversion on behalf of suchcorporation shall also make and annex to each copy thereof anaffidavit stating that the provisions of this section withrespect to the approval of its trustees or directors and itsmembers or stockholders, of the proposition for the conversion ofsuch corporation into a cooperative and such articles ofconversion were duly complied with. Such articles of conversionand affidavit shall be submitted to the secretary of state forfiling as provided in this chapter.

2. The term "articles of incorporation" as used in thischapter shall be deemed to include the articles of conversion ofa converted corporation.

(RSMo 1939 § 5402)