§ 2104. Election of an existing business corporation to become a nonstock corporation.
(a) General rule.--Any business corporation may become a nonstock corporation under this chapter by:
(1) Adopting a plan of conversion providing for the redemption by the corporation of all of its shares whether or not redeemable by the terms of its articles and adjusting its affairs so as to comply with the requirements of this chapter applicable to nonstock corporations.
(2) Filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):
(i) A heading stating the name of the corporation and that it is a nonstock corporation.
(ii) A statement that it elects to become a nonstock corporation.
(iii) A statement that the corporation is organized on a nonstock basis.
(iv) Such other changes, if any, that may be desired in the articles.
(b) Procedure.--The plan of conversion of the corporation into a nonstock corporation (which plan shall include the amendment of the articles required by subsection (a)) shall be adopted in accordance with the requirements of Subchapter B of Chapter 19 (relating to amendment of articles) except that:
(1) The holders of shares of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws on the voting rights of any class.
(2) The plan must be approved by two-thirds of the votes cast by all shares of each class.
(3) If any shareholder of a business corporation that adopts a plan of conversion into a nonstock corporation objects to the plan of conversion and complies with the provisions of Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided. There shall be included in, or enclosed with, the notice of the meeting of shareholders called to act upon the plan of conversion a copy or a summary of the plan and a copy of Subchapter D of Chapter 15 and of this subsection.
(4) The plan shall not impose any additional liability upon any existing patron of the business of the corporation, whether or not that person becomes a member of the corporation pursuant to the plan, unless the patron expressly assumes such liability.
Cross References. Section 2104 is referred to in section 1571 of this title.
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