New Mexico § 62-15-16 - Conversion of existing corporations

§ 62-15-16. 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 the Rural Electric Cooperative Act with the same effect as if originally

organized under that act by complying with the following requirements: A. the proposition for the conversion of the corporation into a cooperative and proposed

articles of conversion to give effect to the conversion shall be first approved by

the board of trustees or the board of directors of the corporation. The proposed articles of conversion shall recite in the caption that they are executed

pursuant to the Rural Electric Cooperative Act and shall state: (1) the name of the corporation prior to its conversion into a cooperative; (2) the address of the principal office of the corporation; (3) the date of the filing of articles of incorporation of the corporation in the

office of the secretary of state; (4) the statute under which the corporation was organized; (5) the name assumed by the corporation in compliance with the provisions of the Rural

Electric Cooperative Act; (6) a statement that the corporation elects to become a cooperative nonprofit membership

corporation subject to the Rural Electric Cooperative Act; (7) the manner and basis of converting either memberships in or shares of stock of

the corporation into membership in the converted corporation; and (8) any provisions not inconsistent with the Rural Electric Cooperative Act deemed

necessary or advisable for the conduct of the business and affairs of the corporation; B. the proposition for the conversion of the corporation into a cooperative and the

proposed articles of conversion approved by the board of trustees or board of directors

of the corporation shall then be submitted to a vote of the members or stockholders

of the corporation at any duly held annual or special meeting, 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 such amendments thereto as the members or stockholders

of the corporation choose to make, shall be deemed to be approved upon the affirmative

vote of not less than two-thirds of those members of the corporation voting thereon

at that meeting or, if the corporation is a stock corporation, upon the affirmative

vote of the holders of not less than two-thirds of the capital stock of the corporation

represented at that meeting; C. upon approval by the members or stockholders of the corporation, articles of conversion

in the form approved by the 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 the articles of conversion on behalf of

the corporation shall make and annex to the articles of conversion 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 the articles of conversion were duly complied

with. The articles of conversion and affidavit shall be submitted to the secretary of

state for filing as provided in the Rural Electric Cooperative Act; and D. the term “ articles of incorporation ” as used in the Rural Electric Cooperative Act shall be deemed to include the articles

of conversion of a converted corporation.