The Key West citizen. [volume] (Key West, Fla.) 1879-current, 1939-09-07

Solldatlng or merging cooperatlVeS,
and furthermore all and every in
terest of. or belonging or due To.
each of the cooperativeS so conSOli-
dated or merged. shall be taken and
deemed to be transferred to and
vested in such new or surviving CO.
operative without further act or
deed: and the title to any real estate.
or any interest therein. under the
laws of this State vested in any
such cooperatives shall not revert or
be in any way impaired by reason of
such consolidation or merger;
tc) Such new or surviving cOopera-
tive shall thenceforth be response
BILE and liable for all of the liabilities
and obligations of each of the COOP
erativeS so consolidated or merged,
and any claim existing, or action
or proceeding impending. by or ag-
ainst any of such cooperativeS may
be prosecuted as if such consolida-
ton or merger had not taken place,
but such new or surviving cOopera-
tive NAV be substituted in its place;
Id Neither the rights of creditors
nor any liens upon the property of
any of such cOoperatives shall be
impaired by such consolidation or
merger; and
lei In the case of a consolidation.
the articles of consolidation shall be
deemed to be the articles of incor-
poration of the new cooperative; and
the case of merger, the articles
of Incorporation of the surviving CO.
operative shall be deemed to be am
ended to the extent. if any. that
chances therein are provided for in
the articles of merger.
Sec. 10. CONVERSION OF EX-
listing CORPORATIONS. - Any
corporation organized under the
laws of this State for the purpose.
among others. of supplying electric
energy in rural areas may be con-
verified into a cooperative and become
subject to this Act with the sane
effect as if originally organized I'M
der this Act by complying with the
following requirements:
(a) The proposition for the con-
version of such corporation into
cooperative and proposed articles of
conversion to give effect thereto shall
be first approved b" the board of
trustees or the board of directors as
the case may be. of such corpora
ton. The proposed articles of con-
version shall recite in the caption
that they are executed pursuant TO
this Act and shall state: % the
name of the corporation prior to its
conversion into cooperative; CD
the address of the principal office OF
such corporation; CD the date of
the filing of the articles of incorpo-
ration of such corporation in the Of
fee of the Secretary of State; O
the statute or statutes under which
such corporation was organized;
90 the name assumed by such cor
poration: 90 a statement that such
corporation elects to become a coop
erative. non-prOfit. membership cor
poration subject to this Act; 90 the
names and addresses of the per
sons who shall constitute the board
of trustees of such corporation af-
ter the completion of the conversion
thereof until the next following an
nual meeting of its members; 90 the
manner and basis of converting
either memberships in or shares of
stock of such corporation into mem
berships therein after completion of
the conversion; and 90 any provis-
ions not inconsistent with this Act
deemed necessary or advisable for
the conduct of the business and al
fairs of such corporation;
(b) The proposition for the con-
version of such cooperation into a
cooperative and the proposed articles
of conversion approved by the bOar1
of trustees or board of directors. as
the case may be. of such corporation
shall then be submitted TO a vote of
the members or stockholders, as the
any duly held annual or special
meeting thereof. the notice of which
shall set forth full particulars con-
corning the proposed conversion.
The proposition for the conversion
of such corporation into a coopera-
tive and the proposed articles of
conversion, with such amendments
thereto as the members or stOckhold-
ers of such corporation shall choose
to make. shall be deemed to be ap-
proved upon 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,
upon the affirmative vote of the hold
ers of not less th2H twO-thirds of
the capital sotck of such corpora
ton represented at such meeting;
(c) Upon such approval by the
mmebers or stockholders of such cor
poration articles of conversion in the
form approved by such members or
stockholders shall be executed and
acknowledged on behalf of such cor
poration by its president or vice
president and its corporate seal shall
be affixed thereto and attested by
its secretary. The president or vice
president executing such articles of
conversion on behalf of such corpo-
ration shall also make and annex
thereto an affidavit stating that the
provisions of this section with re-
spect to the approval of its trustees
OR directors and its members ~
stockholders. of the proposition f0r
the conversion of such corporation
into a cooperative and such articles
of conversion were duly complied
with. Such articles of conversion
and affidavit shall be submitted TO
the Secretary of State for filing as
provided in this Act. The term ar
ticIes of incorporation" as used in
this Act shall be deemed to include
the articles of conversion of a con-
verted corporation.
Sec IL. INITIATIVE BY MEM
BEERS. Notwithstanding any other
provision of this Act, any PROPOSE
ton embodied in a petition signed
bY not less than ten per centum
U0Ts) of the members of a cOOpera-
submitted with such petition to give
effect to the proposition. shall be
submitted TO the members of a CO.
operative. either at a special meeting
of the members held within forty
five (45D days after the presentation
of such petition or. If the date Of
the next annual meeting of members
falls within ninety 800 days after
such presentation or if the petition
so requests. at such annual meet
ing The approval of the board of
trustees shall not be required in re-
Spect of any proposition or dOCOment
submitted TO the members pursuant
to this section and approved BY them
but such proposition or document
shall be subject to all other apple
able provisions of this Act. Any af-
fidavit or affidayits required to be
filed with any such document pur-
suant to applicable provisions OF this
Act shall. in such case, be modified
to show compliance with the pro-
visions of this section.
Sec. IS. DISSOLUTION.-(aD a
comparative which has not COM
1871 h.,rinnrc MAJ, disrnlrrn r.cl-