Florida § 425.17 - Conversion of existing corporations.

§ 425.17. Conversion of existing corporations.

Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy in rural areas may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter 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 as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: (a) The name of the corporation prior to its conversion into a cooperative; (b) The address of the principal office of such corporation; (c) The date of the filing the articles of incorporation of such corporation with the Department of State; (d) The statute under which such corporation was organized; (e) The name assumed by such corporation; (f) A statement that such corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter; (g) The names and addresses of the persons who shall constitute the board of trustees of such corporation after the completion of the conversion thereof until the next following annual meeting of its members; (h) The manner and basis of converting either memberships in or shares of stock of such corporation into memberships therein after completion of the conversion; and (i) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of such corporation; (2) The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion approved by the board 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 case may be, of such 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 such corporation into a cooperative and the proposed articles of conversion, with such amendments thereto as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved 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 holders of not less than two-thirds of the capital stock of such corporation represented at such meeting; (3) Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such 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 such 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 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 Department of State for filing as provided in this chapter. The term “articles of incorporation” as used in this chapter shall be deemed to include the articles of conversion of a converted corporation.