2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 71 - Cooperative Corporations Generally
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.