KRS 279.470: Conversion and combined consolidation and conversion of existing

corporations.

(1) Any corporation organized under the laws of this state and furnishing or having the

corporate power to furnish telephone service may be converted into a cooperative

by complying with the following requirements and shall thereupon become subject

to KRS 279.310 to 279.600 with the same effect as if originally organized under

those sections:

(a) The proposition for the conversion of such corporation into a cooperative and

proposed articles of conversion to give effect thereto shall be submitted to a

meeting of the members or stockholders of such corporation, or in case of a

corporation having no members or stockholders, to a meeting of the

incorporators of such corporation, the notice of which shall have attached

thereto a copy of the proposed articles of conversion.

(b) If the proposition for the conversion of such corporation into a cooperative

and the proposed articles of conversion, with any amendments, are approved

by the affirmative vote of not less than two -thirds (2/3) 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 (2/3) 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 (2/3) 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 section 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 st atement that such corporation elected to become a cooperative,

nonprofit corporation subject to KRS 279.310 to 279.600;

4. Its name as a cooperative;

5. The address of the principal office of the cooperative;

6. The names and addresses of the trustees 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 KRS 279.310 to 279.600

deemed necessary or advisable for the conduct of the business of the

cooperative, including provisions for the issuance of nonvoting shares of

stock as provided for in KRS 279.330. If the articles of conversion shall

make provision for the issuance of such shares of stock, they shall a lso

state the manner in which members, stockholders or incorporators of

such corporation may or shall become shareholders of the cooperative.

The president or vice president executing such articles of conversion

shall make and annex thereto an affidavit st ating that the provisions of

this section 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.

(2) Any two (2) or more corporations organized under the laws of this state and

furnishing or having the corporate power to furnish telephone service may, if

otherwise permitted to consolidate by the laws of this state, consolidate into a

cooperative subject to KRS 279.310 to 279.600, with the same effect as if originally

organized under those sections, by complying with the following requirements:

(a) The proposition for the consolidation into a cooperative and the proposed

articles of consolidation and conversion, with any amendments, shall be

approved by each conso lidating corporation in accordance with the statute or

statutes under which it was organized and the provisions of subsection (1) of

this section;

(b) The articles of consolidation and conversion in the form approved shall be

executed, acknowledged and sealed in the manner prescribed in subsection (1)

of this section and in the statute or statutes under which the consolidating

corporations were organized . The articles of consolidation and conversion

shall state that they are executed pursuant to this section and such statute or

statutes, that each consolidating corporation elects that the new corporation

shall be a cooperative, and in addition shall conta in all other information

required by such statute or statutes and by paragraph (b) of subsection (1) of

this section; may contain any provisions not inconsistent with KRS 279.310 to

279.600 deemed necessary or advisable for the conduct of the business of t he

cooperative. The president or vice president executing such articles of

consolidation and conversion shall make and annex thereto an affidavit stating

that the provisions of this section and of the statute or statutes under which the

consolidating corporations were organized were duly complied with in respect

of such articles. The articles of consolidation and conversion shall be deemed

to be the articles of incorporation of the cooperative and shall be filed both in

accordance with the provisions of KRS 279.310 to 279.600 and of the statute

or statutes under which the consolidating corporations were organized.