(1) Any corporate entity with shares of capital stock formed before January 1, 1968, under article 40, 50, or 51 of this title, any corporate entity formed before January 1, 1968, under article 40 or 50 of this title without shares of capital stock, and any corporate entity whether with or without shares of capital stock and formed before January 1, 1968, under any general law or created by any special act of the general assembly for a purpose for which a nonprofit corporation may be formed under articles 121 to 137 of this title may elect to accept said articles in the following manner:
If there are members or stockholders entitled to vote thereon, the board of directorsshall adopt a resolution recommending that the corporate entity accept articles 121 to 137 of this title and directing that the question of acceptance be submitted to a vote at a meeting of the members or stockholders entitled to vote thereon, which may be either an annual or special meeting. The question shall also be submitted whenever one-twentieth of the members or stockholders entitled to vote thereon so request. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept said articles shall be given to each member or stockholder entitled to vote at the meeting within the time and in the manner provided in said articles for the giving of notice of meetings to members or stockholders. Such election to accept said articles shall require for adoption at least two-thirds of the votes that members or stockholders present at such meeting in person or by proxy are entitled to cast.
If there are no members or stockholders entitled to vote thereon, election to acceptarticles 121 to 137 of this title may be made at a meeting of the board of directors pursuant to a majority vote of the directors in office.
In effecting acceptance of articles 121 to 137 of this title, the corporate entity shallfollow the requirements of the law under which it was formed, its articles of incorporation, and its bylaws so far as applicable.
If the domestic entity name of the corporate entity accepting articles 121 to 137 ofthis title is not in conformity with part 6 of article 90 of this title, the corporate entity shall change its domestic entity name to conform with part 6 of article 90 of this title. The adoption of a domestic entity name that is in conformity with said part 6 by the members or stockholders of the corporate entity, and its inclusion in the statement of election to accept articles 121 to 137 as the entity name, shall be the only action necessary to effect the change. The articles of incorporation, affidavit, or other basic organizational charter shall be deemed for all purposes amended to conform to the entity name.
All corporate entities accepting articles 121 to 137 of this title whose articles ofincorporation, affidavits of incorporation, or other basic charters, by whatever names denominated, are not on file in the records of the secretary of state as required by section 7-137102 (2) shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a certified copy of such articles of incorporation, affidavits of incorporation, or other basic charters at the time of delivery of the statement of election to accept articles 121 to 137 of this title.
All corporate entities accepting articles 121 to 137 of this title are reporting entitiessubject to part 5 of article 90 of this title, providing for periodic reports from reporting entities, and are subject to part 7 of article 90 of this title, providing for registered agents and service of process.
Source: L. 97: Entire article added, p. 751, § 3, effective July 1, 1998. L. 2000: IP(1) and (1)(d) amended, p. 987, § 101, effective July 1. L. 2003: Entire section amended, p. 2353, §
340, effective July 1, 2004. L. 2004: (4) and (5) amended, p. 1516, § 314, effective July 1. L. 2008: (3) amended, p. 24, § 20, effective August 5. L. 2010: (5) amended, (HB 10-1403), ch. 404, p. 2001, § 30, effective August 11.