501A.504 - AMENDMENT OF ARTICLES.

        501A.504  AMENDMENT OF ARTICLES.         1.  Procedure.         a.  The articles of organization of a cooperative shall be      amended only as follows:         (1)  The board, by majority vote, must pass a resolution stating      the text of the proposed amendment.  The text of the proposed      amendment and an attached mail or alternative ballot, if the board      has provided for a mail or alternative ballot in the resolution or      alternative method approved by the board and stated in the      resolution, shall be mailed or otherwise distributed with a regular      or special meeting notice to each member.  The notice shall designate      the time and place of the meeting for the proposed amendment to be      considered and voted on.         (2)  If a quorum of the members is registered as being present or      represented by alternative vote at the meeting, the proposed      amendment is adopted if any of the following occurs:         (a)  If approved by a majority of the votes cast.         (b)  For a cooperative with articles or bylaws requiring more than      majority approval or other conditions for approval, the amendment is      approved by a proportion of the votes cast or a number of total      members as required by the articles or bylaws and the conditions for      approval in the articles or bylaws have been satisfied.         b.  After an amendment has been adopted by the members, the      amendment must be signed by the chairperson, vice chairperson,      records officer, or assistant records officer and a copy of the      amendment filed in the office of the secretary.         2.  Certified statement.         a.  The board shall prepare a certified statement affirming      that all of the following are true:         (1)  The vote and meeting of the board adopting a resolution of      the proposed amendment.         (2)  The notice given to members of the meeting at which the      amendment was adopted.         (3)  The quorum registered at the meeting.         (4)  The vote cast adopting the amendment.         b.  The certified statement shall be signed by the      chairperson, vice chairperson, records officer, or financial officer      and filed with the records of the cooperative.         3.  Amendment by directors.  A majority of directors may amend      the articles if the cooperative does not have any members with voting      rights.         4.  Filing.  An amendment of the articles shall be filed with      the secretary as required in section 501A.201.  The amendment is      effective as provided in subchapter II.  After an amendment to the      articles of organization has been adopted and approved in the manner      required by this chapter and by the articles of organization, the      cooperative shall deliver to the secretary of state for filing      articles of amendment which shall set forth all of the following:         a.  The name of the cooperative.         b.  The text of each amendment adopted.         c.  The date of each amendment's adoption.         d.  If the amendment was adopted by the directors or members      and that members' adoption was not required.         e.  If an amendment required adoption by the members, a      statement that the amendment was duly adopted by the members in the      manner required by this chapter and by the articles of organization.      
         Section History: Recent Form
         2005 Acts, ch 135, §28; 2006 Acts, ch 1010, §128