Okla. Stat. tit. 18, § 18-439.1: Conversion of grain elevator corporations to

cooperatives - Procedure.

Any corporation organized under the laws of this state for the

purpose, among others, of conducting a grain elevator business, 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:

1. 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 of the corporation. The proposed articles of

conversion shall state:

a. the name of the corporation prior to its conversion

into a cooperative,

b. the address of the principal officer of the

corporation,

c. the date of the filing of the articles of

incorporation of the corporation in the Office of the

Secretary of State,

d. the name assumed by the cooperative,

e. a statement that the corporation elects to become a

cooperative, nonprofit, membership corporation subject

to this act,

f. the manner and basis of converting either memberships

in or shares of stock of the corporation into

memberships of the cooperative, and

g. any provisions not inconsistent with this act deemed

necessary or advisable for the conduct of the business

and affairs of the corporation;

2. The proposition for the conversion of the corporation into a

cooperative and the proposed articles of conversion approved by the

board of trustees or the board of directors of such corporation

shall then be submitted to a vote of the members or stockholders of

the 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 the

corporation into a cooperative and the proposed articles of

conversion, with any amendments thereto as the members or

stockholders of the corporation shall choose to make, shall be

deemed to be approved upon the affirmative vote of a majority of

those members of the corporation voting thereon at such meeting, or,

if the corporation is a stock corporation, upon the affirmative vote

of the holders of a majority of the capital stock of the corporation

represented at such meeting;

3. Upon approval by the members or stockholders of the

corporation, articles of conversion in the form approved by such

members or stockholders shall be executed and acknowledged on behalf

of the 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 the 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

the 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

Chapter 10 of Title 18, of the Oklahoma Statutes, shall be deemed to

include the articles of conversion of a converted corporation; and

4. The value of shares in the corporation shall be converted to

the value of shares in the cooperative, on a dollar-for-dollar

basis. Any dividends payable on shares of stock in the cooperative

shall be paid on preferred stock before dividends are paid on common

stock.