{"data":{"id":"us-ky/krs-279.470","jurisdiction":"us-ky","citation":"KRS 279.470","heading":"Conversion and combined consolidation and conversion of existing","body":"corporations.\n(1) Any corporation organized under the laws of this state and furnishing or having the\ncorporate power to furnish telephone service may be converted into a cooperative\nby complying with the following requirements and shall thereupon become subject\nto KRS 279.310 to 279.600 with the same effect as if originally organized under\nthose sections:\n(a) The proposition for the conversion of such corporation into a cooperative and\nproposed articles of conversion to give effect thereto shall be submitted to a\nmeeting of the members or stockholders of such corporation, or in case of a\ncorporation having no members or stockholders, to a meeting of the\nincorporators of such corporation, the notice of which shall have attached\nthereto a copy of the proposed articles of conversion.\n(b) If the proposition for the conversion of such corporation into a cooperative\nand the proposed articles of conversion, with any amendments, are approved\nby the affirmative vote of not less than two -thirds (2/3) of those members of\nsuch corporation voting thereon at such meeting, or, if such corporation is a\nstock corporation, by the affirmative vote of the holders of not less than two -\nthirds (2/3) of those shares of the capital stock of such corporation represented\nat such meeting and voting thereon, or, in the case of a corporation having no\nmembers and no shares of its capital stock outstanding, by the affirmative vote\nof not less than two -thirds (2/3) of its incorporators, articles of conversion in\nthe form approved shall be executed and acknowledged on behalf of such\ncorporation by its president or vice president and its seal shall be affixed\nthereto and attested by its secretary. The articles of conversion shall recite that\nthey are executed pursuant to this section and shall state:\n1. The name of the corporation and the address of its principal office prior\nto its conversion into a cooperative;\n2. The statute or statutes under which it was organized;\n3. A st atement that such corporation elected to become a cooperative,\nnonprofit corporation subject to KRS 279.310 to 279.600;\n4. Its name as a cooperative;\n5. The address of the principal office of the cooperative;\n6. The names and addresses of the trustees of the cooperative; and\n7. The manner in which members, stockholders or incorporators of such\ncorporation may or shall become members of the cooperative; and may\ncontain any provisions not inconsistent with KRS 279.310 to 279.600\ndeemed necessary or advisable for the conduct of the business of the\ncooperative, including provisions for the issuance of nonvoting shares of\nstock as provided for in KRS 279.330. If the articles of conversion shall\nmake provision for the issuance of such shares of stock, they shall a lso\nstate the manner in which members, stockholders or incorporators of\nsuch corporation may or shall become shareholders of the cooperative.\nThe president or vice president executing such articles of conversion\nshall make and annex thereto an affidavit st ating that the provisions of\nthis section were duly complied with in respect of such articles. The\narticles of conversion shall be deemed to be the articles of incorporation\nof the cooperative.\n(2) Any two (2) or more corporations organized under the laws of this state and\nfurnishing or having the corporate power to furnish telephone service may, if\notherwise permitted to consolidate by the laws of this state, consolidate into a\ncooperative subject to KRS 279.310 to 279.600, with the same effect as if originally\norganized under those sections, by complying with the following requirements:\n(a) The proposition for the consolidation into a cooperative and the proposed\narticles of consolidation and conversion, with any amendments, shall be\napproved by each conso lidating corporation in accordance with the statute or\nstatutes under which it was organized and the provisions of subsection (1) of\nthis section;\n(b) The articles of consolidation and conversion in the form approved shall be\nexecuted, acknowledged and sealed in the manner prescribed in subsection (1)\nof this section and in the statute or statutes under which the consolidating\ncorporations were organized . The articles of consolidation and conversion\nshall state that they are executed pursuant to this section and such statute or\nstatutes, that each consolidating corporation elects that the new corporation\nshall be a cooperative, and in addition shall conta in all other information\nrequired by such statute or statutes and by paragraph (b) of subsection (1) of\nthis section; may contain any provisions not inconsistent with KRS 279.310 to\n279.600 deemed necessary or advisable for the conduct of the business of t he\ncooperative. The president or vice president executing such articles of\nconsolidation and conversion shall make and annex thereto an affidavit stating\nthat the provisions of this section and of the statute or statutes under which the\nconsolidating corporations were organized were duly complied with in respect\nof such articles. The articles of consolidation and conversion shall be deemed\nto be the articles of incorporation of the cooperative and shall be filed both in\naccordance with the provisions of KRS  279.310 to 279.600 and of the statute\nor statutes under which the consolidating corporations were organized.","path":["KRS Chapter 279"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=14223","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:32Z","sha256":"ba0b79c7f7df6164466406de279afaea746ff90fd57c1aeb5c2b5a36aee11822","source_id":"us-ky","stale":false,"prev":"us-ky/krs-279.460","next":"us-ky/krs-279.480"},"notice":"GroundRules: Original legal text. Not legal advice."}