{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-438.20","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-438.20","heading":"Conversion of other corporations into cooperatives","body":"A. Any corporation organized under the laws of this state and\n\nfurnishing or having the corporative power to furnish communication\n\nservices may be converted into a cooperative by complying with the\n\nfollowing requirements and shall thereupon become subject to this\n\nact with the same effect as if originally organized under this act:\n\n1. The proposition for the conversion of such corporation into\n\na cooperative and proposed articles of conversion to give effect\n\nthereto shall be submitted to a meeting of the members or\n\nstockholders of such corporation, or in case of a corporation having\n\nno members or stockholders, to a meeting of the incorporators of\n\nsuch corporation, the notice of which shall have attached thereto a\n\ncopy of the proposed articles of conversion; and\n\n2. If the proposition for the conversion of such corporation\n\ninto a cooperative and the proposed articles of conversion, with any\n\namendments, are approved by the affirmative vote of not less than\n\ntwo-thirds (2/3) of those members of such corporation voting thereon\n\nat such meeting, or, if such corporation is a stock corporation, by\n\nthe affirmative vote of the holders of not less than two-thirds\n\n(2/3) of those shares of the capital stock of such corporation\n\nrepresented at such meeting and voting thereon, or, in the case of a\n\ncorporation having no members and no shares of its capital stock\n\noutstanding, by the affirmative vote of not less than two-thirds\n\n(2/3) of its incorporators; articles of conversion in the form\n\napproved shall be executed and acknowledged on behalf of such\n\ncorporation by its president or vice-president and its seal shall be\n\naffixed thereto and attested by its secretary. The articles of\n\nconversion shall recite that they are executed pursuant to this act\n\nand shall state:\n\na. the name of the corporation and the address of its\n\nprincipal office prior to its conversion into a\n\ncooperative,\n\nb. the statute or statutes under which it was organized,\n\nc. a statement that such corporation elects to become a\n\ncooperative, nonprofit corporation subject to this\n\nact,\n\nd. its name as a cooperative,\n\ne. the address of the principal office of the\n\ncooperative,\n\nf. the names and addresses of the trustees of the\n\ncooperative,\n\ng. the manner in which members, stockholders or\n\nincorporators of such corporation may or shall become\n\nmembers of the cooperative,\n\nh. the period of existence of the new cooperative, and\n\ni. the purpose for which the cooperative is formed;\n\nand may contain any provisions not inconsistent with this act deemed\n\nnecessary or advisable for the conduct of the business of the\n\ncooperative, including provisions for the issuance of nonvoting\n\nshares of stock as provided for in Section 348.7 of this title. If\n\nthe articles of conversion shall make provision for the issuance of\n\nsuch shares of stock, they shall also state the manner in which\n\nmembers, stockholders or incorporators of such corporation may or\n\nshall become shareholders of the cooperative. The president or\n\nvice-president executing such articles of conversion shall make and\n\nannex thereto an affidavit stating that the provisions of this\n\nsection were duly complied with in respect of such articles. The\n\narticles of conversion shall be deemed to be the articles of\n\nincorporation of the cooperative.\n\nB. Any two or more corporations organized under the laws of\n\nthis state and furnishing or having the corporate power to furnish\n\ncommunication services may, if otherwise permitted to consolidate by\n\nthe laws of this state, consolidate into a cooperative subject to\n\nthis act, with the same effect as if originally organized under this\n\nact, by complying with the following requirements:\n\n1. The proposition for the consolidation into a cooperative and\n\nthe proposed articles of consolidation and conversion, with any\n\namendments, shall be approved by each consolidating corporation in\nonsolidate by\n\nthe laws of this state, consolidate into a cooperative subject to\n\nthis act, with the same effect as if originally organized under this\n\nact, by complying with the following requirements:\n\n1. The proposition for the consolidation into a cooperative and\n\nthe proposed articles of consolidation and conversion, with any\n\namendments, shall be approved by each consolidating corporation in\n\naccordance with the statute or statutes under which it was organized\n\nand the provisions of subsection A of this section;\n\n2. The articles of consolidation and conversion in the form\n\napproved shall be executed, acknowledged and sealed in the manner\n\nprescribed in subsection A of this section and in the statute or\n\nstatutes under which the consolidating corporations were organized.\n\nThe articles of consolidation and conversion shall state that they\n\nare executed pursuant to this act and such statute or statutes, that\n\neach consolidating corporation elects that the new corporation shall\n\nbe a cooperative, and in addition shall contain all other\n\ninformation required by such statute or statutes and by paragraph 2\n\nof subsection A of this section; and may contain any provisions not\n\ninconsistent with this act deemed necessary or advisable for the\n\nconduct of the business of the cooperative. The president or vice-\n\npresident executing such articles of consolidation and conversion\n\nshall make and annex thereto an affidavit stating that the\n\nprovisions of this section and of the statute or statutes under\n\nwhich the consolidating corporations were organized were duly\n\ncomplied with in respect of such articles. The articles of\n\nconsolidation and conversion shall be deemed to be the articles of\n\nincorporation of the cooperative and shall be filed both in\n\naccordance with the provisions of this act and of the statute or\n\nstatutes under which the consolidating corporations were organized.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"e71ab5216e37bbe92f0789768c1f21ef0989b41fae568a3025cc885883eb8a3e","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-438.2","next":"us-ok/okla.-stat.-tit.-18-18-438.21"},"notice":"GroundRules: Original legal text. Not legal advice."}