§ 2-2-110 - Bylaws -- Amendment of articles or bylaws.
2-2-110. Bylaws -- Amendment of articles or bylaws.
(a) (1) Each association incorporated under this subchapter must adopt for its government and management a code of bylaws not inconsistent with the articles of association or the powers granted in this subchapter.
(2) A majority vote of the incorporators and members or stockholders or their written assent is necessary to adopt the bylaws.
(3) Each association under its bylaws may provide without limitation for any or all of the following matters:
(A) The time, place, and manner of calling and conducting its meetings;
(B) The number of stockholders or members constituting a quorum;
(C) (i) The right of members or stockholders to vote; and
(ii) The conditions, manner, form, and effect of such votes;
(D) The number of directors constituting a quorum;
(E) (i) The qualifications, duties, and terms of office of directors and officers;
(ii) The time of their election; and
(iii) The mode and manner of giving notice thereof;
(F) Penalties for violations of the bylaws;
(G) The form and manner of amendment of bylaws;
(H) (i) The amount of entrance, organization, and membership fees, if any;
(ii) The manner and method of collection of the fees; and
(iii) The purposes for which they may be used;
(I) (i) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association;
(ii) The charge, if any, to be paid by each member or stockholder for services rendered by the association to him or her and the time of payment and the manner of collection; and
(iii) The producing, marketing, renting, leasing, or other contract between the association and its members or stockholders, which every member or stockholder may be required to sign; and
(J) (i) The qualifications of members or stockholders of the association and the conditions precedent to membership or ownership of common and preferred stock;
(ii) The method, time, and manner of permitting members to withdraw;
(iii) The manner of assignment and transfer of the interest of members and of the shares of common and preferred stock;
(iv) The conditions upon which and the time when membership of any member shall cease;
(v) The mode, manner, and effect of the expulsion of a member;
(vi) The manner of determining the value of a member's or stockholder's interest and the provision for its purchase by the association upon the death or withdrawal of a member or stockholder or upon the expulsion of a member or forfeiture of his or her membership;
(vii) The method, time, and manner of allotment and distribution of surpluses;
(viii) The manner and method of removal from office of any officer or director of the association; and
(ix) The manner and method of filling vacancies.
(b) (1) For the purpose of amending the articles of association or for the purpose of amending the bylaws of the association, or for both purposes, a quorum for any stockholders' meeting for all associations organized under this subchapter shall be members or voting stockholders representing five percent (5%) of the voting power of the association who shall be present in person or voting by proxy.
(2) As to all other association business, the quorum established by the stockholders or members as authorized in subdivision (a)(3)(B) of this section, which may include members or stockholders voting in person or by proxy, shall govern.
(c) For the purpose of amending articles of association or for the purpose of amending bylaws of the association, or for both purposes, a majority vote of the votes cast at a meeting at which a quorum is present, in person or by proxy, shall be sufficient to adopt amendments.