MARVIN MANDEL, Governor

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cooperative without further act or deed;

(c)     Liabilities. —The new or surviving
cooperative shall be responsible and liable for all the
liabilities and obligations of each of the consolidating
or merging cooperatives and any claim existing or action
or proceeding pending by or against any of the
consolidating or merging cooperatives may be prosecuted
as if the consolidation or merger had not taken place,
but the new or surviving cooperative may be substituted
in its place; and

(d)   Rights of creditors and liens upon property not
affected. — Neither the rights of creditors nor any
liens upon the property of any of such cooperatives shall
be impaired by such consolidation or merger.

[398] 20. Conversion of existing corporations into
cooperatives.

Any corporation organized under the laws of this
State and supplying or authorized to supply electric
energy may be converted into a cooperative by complying
with the following requirements and shall thereupon
become subject to this [subheading] ACT with the same
effect as if originally organized under this [subheading]
ACT:

(a)    Submission to members or shareholders.      —The
proposition for the conversion of such corporation   into a
cooperative and proposed articles of conversion to give
effect thereto shall be submitted to a meeting   of the
members or stockholders of such corporation, the     notice
of which shall have attached thereto a copy   of the
proposed articles of conversion;

(b)   Articles of conversion. —If the proposition
for the conversion of such corporation into a cooperative
and the proposed articles of conversion, with any
amendments, are approved by the affirmative vote of not
less than two thirds of those members of such corporation
voting thereon at such meeting, or, if such corporation
is a stock corporation, by the affirmative vote of the
holders of not less than two thirds of those shares of
the capital stock of such corporation represented at such
meeting and voting thereon, articles of conversion in the
form approved shall be executed and acknowledged on
behalf of such corporation by its president or
vice—president and its seal shall be affixed thereto and
attested by its secretary. The articles of conversion
shall recite that they are executed pursuant to this
[subheading] ACT and shall state; (1) The name of the
corporation and the address of its principal office prior
to its conversion into a cooperative; (2) the statute or
statutes under which it was organized; (3) a statement
that such corporation elects to become a cooperative,
nonprofit, membership corporation subject to this
[subheading] ACT; (4) its name as a cooperative; (5) the