association. (1) For a limited cooperative association to convert into another form of entity, a plan of conversion must be approved by a majority of the board of directors, or a greater percentage if required by the articles or bylaws, and the board of directors must call a members meeting to consider the plan of conversion, hold the meeting not later than ninety days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
The plan, or a summary of the plan and a statement of the manner in which a copy ofthe plan in a record may be reasonably obtained by a member;
A recommendation that the members approve the plan of conversion or, if the boarddetermines that because of a conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;
A statement of any condition of the board's submission of the plan of conversion tothe members; and
Notice of the meeting at which the plan of conversion will be considered, whichnotice must be given in the same manner as notice of a special meeting of members.
(2) Subject to subsections (3) and (4) of this section, a plan of conversion must be approved by:
At least a majority of the voting power of members present at a members meetingcalled under subsection (1) of this section; and
If the limited cooperative association has investor members, at least a majority of thevotes cast by patron members, unless the articles or bylaws require a greater percentage vote by patron members.
(3) The articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section is:
A different percentage that is not less than a majority of members voting at the meeting;
Measured against the voting power of all members; or
A combination of paragraphs (a) and (b) of this subsection (3).
The vote required to approve a plan of conversion must not be less than the voterequired for the members of the limited cooperative association to amend the articles of organization.
Consent in a record to a plan of conversion by a member must be delivered to thelimited cooperative association before delivery of a statement of conversion for filing pursuant to section 7-58-1608 (1) if, as a result of the conversion, the member will have: (a) Personal liability for an obligation of the association; or (b) An obligation or liability for an additional contribution.
Subject to subsection (5) of this section and any contractual rights, after a conversionis approved and at any time before the effective date of the conversion, a converting limited cooperative association may amend a plan of conversion or abandon the planned conversion:
As provided in the plan; and
Except as prohibited by the plan, by the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(7) The voting requirements for districts, classes, or voting groups under section 7-58404 apply to approval of a conversion under this part 16.
Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 813, § 1, effective April 2, 2012.