Okla. Stat. tit. 18, § 18-437.15: Conversion of existing corporations

Any corporation organized under the laws of this state for the

purpose, among others, of supplying electric energy in rural areas

may be converted into a cooperative and become subject to this act

with the same effect as if originally organized under this act by

complying with the following requirements:

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

a cooperative and proposed articles of conversion to give effect

thereto shall be first approved by the board of trustees or the

board of directors, as the case may be, of such corporation. The

proposed articles of conversion shall recite in the caption that

they are executed pursuant to this act and shall state: (1) the name

of the corporation prior to its conversion into a cooperative; (2)

the address of the principal office of such corporation; (3) the

date of the filing of the articles of incorporation of such

corporation in the office of the Secretary of State; (4) the statute

or statutes under which such corporation was organized; (5) the name

assumed by such corporation; (6) a statement that such corporation

elects to become a cooperative, nonprofit, membership corporation

subject to this act; (7) the manner and basis of converting either

memberships in or shares of stock of such corporation into

memberships therein after completion of the conversion; and (8) any

provisions not inconsistent with this Act deemed necessary or

advisable for the conduct of the business and affairs of such

corporation;

(b) The proposition for the conversion of such corporation into

a cooperative and the proposed articles of conversion approved by

the board of trustees or board of directors, as the case may be, of

such corporation shall then be submitted to a vote of the members or

stockholders, as the case may be, of such corporation at any duly

held annual or special meeting thereof, the notice of which shall

set forth full particulars concerning the proposed conversion. The

proposition for the conversion of such corporation into a

cooperative and the proposed articles of conversion, with such

amendments thereto as the members or stockholders of such

corporation shall choose to make, shall be deemed to be approved

upon 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, upon the affirmative vote

of the holders of not less than two-thirds of the capital stock of

such corporation represented at such meeting;

(c) Upon such approval by the members or stockholders of such

corporation, articles of conversion in the form approved by such

members or stockholders shall be executed and acknowledged on behalf

of such corporation by its president or vice president and its

corporate seal shall be affixed thereto and attested by its

secretary. The president or vice president executing such articles

of conversion on behalf of such corporation shall also make and

annex thereto an affidavit stating that the provisions of this

section with respect to the approval of its trustees or directors

and its members or stockholders, of the proposition for the

conversion of such corporation into a cooperative and such articles

of conversion were duly complied with. Such articles of conversion

and affidavit shall be submitted to the Secretary of State for

filing as provided in this act. The term "articles of

incorporation" as used in this act shall be deemed to include the

articles of conversion of a converted corporation.