Okla. Stat. tit. 18, § 18-438.20

A. Any corporation organized under the laws of this state and

furnishing or having the corporative power to furnish communication

services may be converted into a cooperative by complying with the

following requirements and shall thereupon become subject to this

act with the same effect as if originally organized under this act:

1. 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, or in case of a corporation having

no members or stockholders, to a meeting of the incorporators of

such corporation, the notice of which shall have attached thereto a

copy of the proposed articles of conversion; and

2. 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 (2/3) 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

(2/3) of those shares of the capital stock of such corporation

represented at such meeting and voting thereon, or, in the case of a

corporation having no members and no shares of its capital stock

outstanding, by the affirmative vote of not less than two-thirds

(2/3) of its incorporators; 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 act

and shall state:

a. the name of the corporation and the address of its

principal office prior to its conversion into a

cooperative,

b. the statute or statutes under which it was organized,

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c. a statement that such corporation elects to become a

cooperative, nonprofit corporation subject to this

act,

d. its name as a cooperative,

e. the address of the principal office of the

cooperative,

f. the names and addresses of the trustees of the

cooperative,

g. the manner in which members, stockholders or

incorporators of such corporation may or shall become

members of the cooperative,

h. the period of existence of the new cooperative, and

i. the purpose for which the cooperative is formed;

and may contain any provisions not inconsistent with this act deemed

necessary or advisable for the conduct of the business of the

cooperative, including provisions for the issuance of nonvoting

shares of stock as provided for in Section 348.7 of this title. If

the articles of conversion shall make provision for the issuance of

such shares of stock, they shall also state the manner in which

members, stockholders or incorporators of such corporation may or

shall become shareholders of the cooperative. The president or

vice-president executing such articles of conversion shall make and

annex thereto an affidavit stating that the provisions of this

section were duly complied with in respect of such articles. The

articles of conversion shall be deemed to be the articles of

incorporation of the cooperative.

B. Any two or more corporations organized under the laws of

this state and furnishing or having the corporate power to furnish

communication services may, if otherwise permitted to consolidate by

the laws of this state, consolidate into a cooperative subject to

this act, with the same effect as if originally organized under this

act, by complying with the following requirements:

1. The proposition for the consolidation into a cooperative and

the proposed articles of consolidation and conversion, with any

amendments, shall be approved by each consolidating corporation in
onsolidate by

the laws of this state, consolidate into a cooperative subject to

this act, with the same effect as if originally organized under this

act, by complying with the following requirements:

1. The proposition for the consolidation into a cooperative and

the proposed articles of consolidation and conversion, with any

amendments, shall be approved by each consolidating corporation in

accordance with the statute or statutes under which it was organized

and the provisions of subsection A of this section;

2. The articles of consolidation and conversion in the form

approved shall be executed, acknowledged and sealed in the manner

prescribed in subsection A of this section and in the statute or

statutes under which the consolidating corporations were organized.

The articles of consolidation and conversion shall state that they

are executed pursuant to this act and such statute or statutes, that

each consolidating corporation elects that the new corporation shall

be a cooperative, and in addition shall contain all other

information required by such statute or statutes and by paragraph 2

of subsection A of this section; and may contain any provisions not

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inconsistent with this act deemed necessary or advisable for the

conduct of the business of the cooperative. The president or vice-

president executing such articles of consolidation and conversion

shall make and annex thereto an affidavit stating that the

provisions of this section and of the statute or statutes under

which the consolidating corporations were organized were duly

complied with in respect of such articles. The articles of

consolidation and conversion shall be deemed to be the articles of

incorporation of the cooperative and shall be filed both in

accordance with the provisions of this act and of the statute or

statutes under which the consolidating corporations were organized.