2023 Oklahoma Statutes › Title 18. Corporations › §18-439.1. Conversion of grain elevator corporations to cooperatives - Procedure.

Any corporation organized under the laws of this state for the purpose, among others, of conducting a grain elevator business, may be converted into a cooperative and become subject to this act with the same effect as if originally organized under this act by complying with the following requirements:
1. The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors of the corporation. The proposed articles of conversion shall state:
a.
the name of the corporation prior to its conversion into a cooperative,
b.
the address of the principal officer of the corporation,
c.
the date of the filing of the articles of incorporation of the corporation in the Office of the Secretary of State,
d.
the name assumed by the cooperative,
e.
a statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this act,
f.
the manner and basis of converting either memberships in or shares of stock of the corporation into memberships of the cooperative, and
g.
any provisions not inconsistent with this act deemed necessary or advisable for the conduct of the business and affairs of the corporation;
2. The proposition for the conversion of the corporation into a cooperative and the proposed articles of conversion approved by the board of trustees or the board of directors of such corporation shall then be submitted to a vote of the members or stockholders of the corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of the corporation into a cooperative and the proposed articles of conversion, with any amendments thereto as the members or stockholders of the corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of a majority of those members of the corporation voting thereon at such meeting, or, if the corporation is a stock corporation, upon the affirmative vote of the holders of a majority of the capital stock of the corporation represented at such meeting;
3. Upon approval by the members or stockholders of the corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of the corporation 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 the corporation shall also make and annex thereto an affidavit stating that the provisions of this section with respect to the approval of its trustees or directors and its members or stockholders, of the proposition for the conversion of the 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 "articles of incorporation", as used in Chapter 10 of Title 18, of the Oklahoma Statutes, shall be deemed to include the articles of conversion of a converted corporation; and
4. The value of shares in the corporation shall be converted to the value of shares in the cooperative, on a dollar-for-dollar basis. Any dividends payable on shares of stock in the cooperative shall be paid on preferred stock before dividends are paid on common stock.
Added by Laws 1983, c. 15, § 2, emerg. eff. March 25, 1983.