If the proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by 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, by the affirmative vote of the holders of not less than two–thirds 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 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 chapter and shall state:

(1) The name of the corporation and the address of its principal office prior to its conversion into a cooperative;

Terms Used In South Dakota Codified Laws 47-21-24

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Seal: includes an impression of the seal upon the paper alone, as well as upon wax or a wafer affixed to the paper, and also the word "seal" written or printed on such paper. See South Dakota Codified Laws 2-14-2
  • Statute: A law passed by a legislature.

(2) The statute or statutes under which it was organized;

(3) A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;

(4) Its name as a cooperative;

(5) The address of the principal office of the cooperative;

(6) The names and addresses of the directors 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 this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice–president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and § 47-21-23 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.

Source: SL 1947, ch 33, § 20; SDC Supp 1960, § 11.2220 (2).

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