(a) Any corporation, private or not-for-profit organized under the laws of this state for the purpose, among others, of supplying telephone service to its subscribers may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements:

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Terms Used In Tennessee Code 65-29-117

  • 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.
  • Articles of incorporation: as used in this chapter , includes the articles of conversion of a converted corporation. See Tennessee Code 65-29-117
  • 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.
  • Quorum: The number of legislators that must be present to do business.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Statute: A law passed by a legislature.
  • Telephone service: means any communication service whereby communication through the electric or electronic transmission of impulses by or through any media such as wireless technology, wires, cables, microwaves, radio waves, light waves or any combination of such media or any other future transmission technology which may become available to improve communication services, is the principal intended use thereof, and includes all telephone lines, facilities or systems used in the rendition of such service. See Tennessee Code 65-29-103
(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, 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 chapter and shall state:

(A) The name of the corporation prior to its conversion into a cooperative;
(B) The address of the principal office of such corporation;
(C) The date of the filing of articles of incorporation of such corporation in the office of the secretary of state;
(D) The statute or statutes under which such corporation was organized;
(E) The name assumed by such corporation;
(F) A statement that such corporation elects to become a cooperative, nonprofit, membership corporation subject to this chapter;
(G) The manner and basis of converting either memberships in or shares of stock of such corporation into membership in the converted corporation; and
(H) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs;
(2) 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 (2/3) 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 (2/3) of the capital stock of such corporation represented at such meeting; provided, that for the purposes of this section, a quorum under the provisions contained in § 65-29-109(f), shall constitute a quorum of any converting general welfare corporation or corporation not-for-profit whether or not such would be the quorum under any other existing law; and
(3) 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 there has been compliance with 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. Such articles of conversion and affidavit shall be submitted to the secretary of state for filing as provided in this chapter.
(b) “Articles of incorporation,” as used in this chapter, includes the articles of conversion of a converted corporation.
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