Tennessee § 65-29-117 - Conversion of existing corporations.

§ 65-29-117. Conversion of existing corporations.

Any corporation, private or not-for-profit organized under the laws of this state for the purpose, among others, of supplying telephone service to its subscribers 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: 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: The name of the corporation prior to its conversion into a cooperative; The address of the principal office of such corporation; The date of the filing of articles of incorporation of such corporation in the office of the secretary of state; The statute or statutes under which such corporation was organized; The name assumed by such corporation; A statement that such corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter; The manner and basis of converting either memberships in or shares of stock of such corporation into membership in the converted corporation; and Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs; 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 (2/3) 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 (2/3) of the capital stock of such corporation represented at such meeting; provided, that for the purposes of this section, a quorum under the provisions contained in § 65-29-109(f), shall constitute a quorum of any converting general welfare corporation or corporation not-for-profit whether or not such would be the quorum under any other existing law; and 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 there has been compliance with 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. Such articles of conversion and affidavit shall be submitted to the secretary of state for filing as provided in this chapter. “Articles of incorporation,” as used in this chapter, includes the articles of conversion of a converted corporation. Acts 1961, ch. 330, § 16; 1973, ch. 157, § 1; T.C.A., § 65-2917.