§ 40. Conversion of existing domestic corporations. Any corporation
organized under the laws of this state and supplying or authorized to
supply electric energy may be converted into a cooperative by complying
with the following requirements and shall thereupon become subject to
this chapter with the same effect as if originally organized under this
chapter:

(a) The proposition for the conversion of such corporation into a
cooperative and proposed articles of conversion to give effect thereto
shall be submitted to a meeting of the members or stockholders of such
corporation, the notice of which shall have attached thereto a copy of
the proposed articles of conversion;

(b) If the proposition for the conversion of such corporation 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, 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; (2) the statute or statutes under
which it was organized; (3) a statement that such corporation elects to
become a cooperative, non-profit, 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 or stockholders
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 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.