(1) In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:
In the case of a corporation, as provided in section 7-111-103;
In the case of a nonprofit corporation, as provided in section 7-131-102;
In the case of a cooperative formed under, or subject to, article 56 of this title 7, asprovided in section 7-56-602; and
In the case of a cooperative formed under article 55 of this title 7, as provided insection 7-55-112.
(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of conversion must be approved as follows:
If the primary constituent documents expressly provide for the approval of the planof conversion, it must be approved in accordance with those provisions.
If subsection (2)(a) of this section does not apply, the plan of conversion must beapproved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of a plan of merger.
If subsections (2)(a) and (2)(b) of this section do not apply, the plan of conversionmust be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents.
If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, the plan of conversion must be approved by all of the owners of the converting entity.
For purposes of this section, the provisions of the organic statutes and constituentdocuments applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.
Nothing in this section permits a primary constituent document to contain any provision proscribed by the organic statutes.
Source: L. 2007: Entire section added, p. 232, § 22, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1912, § 4, effective July 1, 2020.