This section requires corporate officers to execute and certify articles of conversion, requires the articles to include specified information, and requires filing with the secretary of state if the articles conform to law and the $50 fee is paid.
Sec. 162.252. ARTICLES OF CONVERSION. (a) The president or vice president, on behalf of the corporation, shall execute and acknowledge the approved articles of conversion. The corporation's seal must be affixed to the articles and attested by its secretary. (b) The articles of conversion must state: (1) that they are executed under this chapter; (2) the name of the corporation and the address of its principal office before its conversion into a telephone cooperative; (3) the law under which the corporation was organized; (4) that the corporation elects to become a cooperative, nonprofit corporation subject to this chapter; (5) the corporation's name as a cooperative; (6) the address of the principal office of the cooperative; (7) the name and address of each director of the cooperative; (8) the manner in which a member, stockholder, or incorporator of the corporation becomes or may become a member of the cooperative; (9) the duration of the cooperative; and (10) the purpose for which the cooperative is formed. (c) The articles of conversion may contain any provision consistent with this chapter considered appropriate for the conduct of the business of the cooperative. The president or vice president executing the articles of conversion shall make and attach to the articles an affidavit stating that the corporation complied with this section with respect to the articles. The articles of conversion are considered to be the articles of incorporation of the cooperative. (d) The original and a copy of the articles of conversion shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, the secretary of state, on payment of a fee of $50, shall: (1) file and record the articles of conversion; (2) issue a certificate of conversion; and (3) attach to the certificate of conversion the copy of the articles of conversion and deliver the certificate and attached copy to the cooperative or its representative. Acts 1997, 75th Leg., ch. 166, Sec. 1, eff. Sept. 1, 1997.