47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.
If the proposition for the conversion of the corporation described in §47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of the corporation and the address of its principal office prior to its conversion into a cooperative;
(2)The statute or statutes under which it was organized;
(3)A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;
(4)Its name as a cooperative;
(5)The address of the principal office of the cooperative;
(6)The names and addresses of the directors of the cooperative; and
(7)The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;
and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-23 were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.
Source: SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (2).