2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 71 - Cooperative Corporations Generally
7104 - Election of an existing business corporation to become a cooperative corporation.

     § 7104.  Election of an existing business corporation to become
                a cooperative corporation.
        (a)  General rule.--Any business corporation not organized on
     the cooperative principle may become a cooperative corporation
     for profit under this chapter by:
            (1)  Adopting a plan of conversion:
                (i)  providing for the redemption by the corporation
            of all of its shares, whether or not redeemable by the
            terms of its articles, if the corporation is to be
            organized as a nonstock corporation; and
                (ii)  adjusting its affairs so as to comply with the
            requirements of this chapter applicable to cooperative
            corporations.
            (2)  Filing articles of amendment which shall contain, in
        addition to the requirements of section 1915 (relating to
        articles of amendment):
                (i)  A statement that the corporation elects to
            become a cooperative corporation.
                (ii)  The provisions required by section 7102(a)
            (relating to cooperative corporations generally) to be
            set forth in the articles of a cooperative corporation.
                (iii)  If the corporation is to be a nonstock
            corporation, 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 cooperative 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 cooperative 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.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 added section 7104.
        Cross References.  Section 7104 is referred to in section
     1571 of this title.