37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation
organized under the laws of this state for the purpose, among others, of supplying electric
energy to its members 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...
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5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing
resolution; submission to superintendent; fee; tentative approval; vote of stockholders or
members; directors; articles of incorporation and bylaws; statement of superintendent's objections;
amendment; appeal of disapproval; application to FDIC; final approval and permit. Any savings
institution may apply to the superintendent for permission to convert its charter in order
to do business as a state chartered bank in accordance with the following procedures: (1)
The board of directors shall approve a written plan of conversion, the application for conversion
and shall adopt an authorizing resolution, all by a vote of a majority of all the directors.
The plan of conversion shall include a statement of: a. The proposed organization and management
structure of the resulting bank if the application were approved, and the proposed name under
which it would do business as a bank; b. The method and time...
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37-6-10
Section 37-6-10 Board of trustees. The business and affairs of a cooperative shall be
managed by a board of not less than five trustees, each of whom shall be a member of the cooperative
or of another cooperative which shall be a member thereof, or a person designated by the governing
body or board of directors of a municipality or other corporation, respectively, which is
a member thereof. The bylaws shall prescribe the number of trustees, their qualifications,
other than those provided for in this chapter, the manner of holding meetings of the board
of trustees, and of the election of successors to trustees who shall resign, die or otherwise
be incapable of acting. The bylaws may also provide for the removal of trustees from office
and for the election of their successors. The bylaws may establish a procedure for nominating
candidates for the board of trustees and if the bylaws contain such a procedure, they may
prohibit nominations from the floor on the day of an annual, district,...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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37-6-7
Section 37-6-7 Articles of incorporation - Amendment. A cooperative may amend its articles
of incorporation by complying with the following requirements: The proposed amendment shall
be first approved by the board of trustees and shall then be submitted to a vote of the members
at any annual or special meeting thereof, the notice of which shall set forth the proposed
amendment. The proposed amendment, with such changes as the members shall choose to make therein,
shall be deemed to be approved on the affirmative vote of not less than two thirds of those
members voting thereon at such meeting; and, upon such approval by the members, articles of
amendment shall be executed and acknowledged on behalf of the cooperative by its president
or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary.
The articles of amendment shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the cooperative; the address...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may
dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed
and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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37-6-13
Section 37-6-13 Consolidation generally. Any two or more cooperatives, each of which
is hereinafter designated a "consolidating cooperative," may consolidate into a
new cooperative, hereinafter designated the "new cooperative," by complying with
the following requirements: The proposition for the consolidation of the consolidating cooperatives
into the new cooperative and proposed articles of consolidation to give effect thereto shall
be first approved by the board of trustees of each consolidating cooperative. The proposed
articles of consolidation shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of each consolidating cooperative, the address of its principal
office and the date of the filing of its articles of incorporation in the office of the secretary
of state; the name of the new cooperative and the address of its principal office; the names
and addresses of the persons who shall constitute the first board of trustees of the...
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37-6-14
Section 37-6-14 Merger generally. Any one or more cooperatives, each of which is hereinafter
designated a "merging cooperative," may merge into another cooperative, hereinafter
designated the "surviving cooperative," by complying with the following requirements:
The proposition for the merger of the merging cooperatives into the surviving cooperative
and proposed articles of merger to give effect thereto shall be first approved by the board
of trustees of each merging cooperative and by the board of trustees of the surviving cooperative.
The proposed articles of merger shall recite in the caption that they are executed pursuant
to this chapter and shall state: The name of each merging cooperative, the address of its
principal office and the date of the filing of its articles of incorporation in the Office
of the Secretary of State; the name of the surviving cooperative and the address of its principal
office; a statement that the merging cooperatives elect to be merged into the...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into a general or limited partnership may be effected without the
consent in writing of each stockholder who will have personal liability with respect to the
surviving entity, notwithstanding any provision in the governing documents of the...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure
captive insurance company or a protected cell captive insurance company shall be formed as
a stock or mutual insurer, or as a nonprofit or limited liability company with its capital
divided into units and held by the stockholders, members, or other equivalent as allowed by
law. (b) An association captive insurance company, an industrial insured captive insurance
company, or a risk retention group may be formed in any of the following ways: (1) Organized
as a stock insurer with its capital divided into share units and held by the stockholders,
members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without
capital stock, the governing body of which is elected by the member organizations of its association.
(3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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