Section 351.1018

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1018.  Amendment of articles, procedure. — 1.  Unless otherwise set forth in the articles or bylaws, the articles may be amended as follows:

  (1)  The board, by majority vote, shall pass a resolution stating the text of the proposed amendment, a copy of which shall be forwarded by mail or otherwise distributed with a regular or special members' meeting notice to each member.  The notice shall designate the time and place of the members' meeting at which the proposed amendment is to be considered and voted on by the members;

  (2)  At a meeting where a quorum of the members is registered as being present or represented by alternative ballot, the proposed amendment shall be adopted:

  (a)  If approved by a majority of the votes cast; or

  (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 as set forth in the articles or bylaws, if any, have been satisfied.

  2.  (1)  Upon approval of an amendment under subsection 1 of this section, articles of amendment shall then be prepared stating:

  (a)  The name of the cooperative;

  (b)  The effective date of the amendment, if the effective date is not the date of filing with the secretary of state;

  (c)  The text of the amendment; and

  (d)  A statement that the amendment has been duly authorized in accordance with the cooperative's articles and bylaws and sections 351.1000 to 351.1228.

  (2)  The articles of amendment shall be signed by an authorized officer of the cooperative or a member of the board.

  3.  The articles of amendment shall be filed with the secretary of state with a filing fee of twenty dollars, and provided such articles of amendment shall meet the requirements found in this section, shall be effective as of the date of filing, unless a later date is specified therein.  Upon acceptance and filing by the secretary of state, the secretary of state shall stamp the articles of amendment as "Filed" and shall cause the issuance of a certificate of amendment, which shall then be forwarded to the party filing the articles of amendment and held and filed by the secretary of state with the records of the cooperative.

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(L. 2011 S.B. 366)