15 Pennsylvania Consolidated Statutes § 7105 - Termination Of Status As A Cooperative Corporation For Profit

§ 7105. Termination of status as a cooperative corporation for profit.

(a) General rule.--A cooperative corporation for profit may terminate its status as such and cease to be subject to this chapter by:

(1) Adopting a plan of conversion:

(i) providing for the issue of appropriate shares to its members if it is organized as a nonstock corporation and is not to continue as such; and

(ii) adjusting its affairs so as to comply with the requirements of this subpart applicable to business corporations that are not cooperative corporations.

(2) Amending its articles to delete therefrom the additional provisions required or permitted by:

(i) sections 2102(a)(1) (relating to formation of nonstock corporations) and 2103 (relating to contents of articles and other documents of nonstock corporations) to be stated in the articles of a nonstock corporation if it is organized as a nonstock corporation and is not to continue as such;

(ii) section 7102(a) (relating to cooperative corporations generally) to be stated in the articles of a cooperative corporation; and

(iii) section 7103 (relating to use of term "cooperative" in corporate name).

(b) Procedure.--The plan of conversion (which plan shall include the amendment of the articles required by this section) shall be adopted in accordance with Subchapter B of Chapter 19 (relating to amendment of articles) except that:

(1) The members of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws, or in a document evidencing membership, on the voting rights of any class.

(2) The plan must be approved by a majority of the votes cast by the members of each class.

(c) Increased vote requirements.--The bylaws of a cooperative corporation for profit adopted by the shareholders or members may provide that, on any amendment to terminate its status as a cooperative corporation, a vote greater than that specified in subsection (b) shall be required. If the bylaws contain such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a cooperative corporation.

(Dec. 19, 1990, P.L.834, No.198, eff. imd.)

1990 Amendment. Act 198 added section 7105.

Cross References. Section 7105 is referred to in section 351 of this title.

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Last modified: October 8, 2016