Surrender of charter and reincorporation

(a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-1000 to 33-1290, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecting reincorporation contains only such provisions as might be lawfully contained in a certificate of incorporation under said sections at the time of effecting reincorporation. (b) The board of directors and members entitled to vote thereon, if any, shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-1000 to 33-1290, inclusive, both in the manner provided by section 33-1142 in the case of an amendment of a certificate of incorporation, except that the affirmative vote required shall be at least a majority of the voting power of the members of each class. (c) A certificate setting forth such resolution and certificate of incorporation, and citing the act of the legislature by or under which such corporation was created, shall be executed and filed as provided in section 33-1144 in the case of an amendment. (d) Reincorporation shall take effect as provided in section 33-1006. Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-1000 to 33-1290, inclusive, and shall in all respects be subject to and have the benefits of said sections.