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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

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  351.1090.  Division of membership interests, classes or series. — 1.  Without limiting the authority granted in this section, and unless otherwise stated in the articles or bylaws, a cooperative may divide the membership interests into different classes or series, which may:

  (1)  Be subject to the right of the cooperative to redeem any of such membership interests at a price fixed by the articles, bylaws, or by resolution of the board;

  (2)  Entitle the members to cumulative, partially cumulative, or noncumulative distributions;

  (3)  Have preference over any class or series of membership interests for the payment of distributions of any or all kinds;

  (4)  Be convertible into membership interests of any other class or any series of the same or another class; or

  (5)  Have full, partial, or no voting rights, except as otherwise provided in sections 351.1000 to 351.1228.

  2.  The cooperative, through its articles or bylaws, may create different classes or series of membership interests and may fix the relative rights and preferences of such classes or series, or subject to any restrictions in the articles or bylaws, the board may establish different classes or series of membership interests by a duly adopted resolution which sets forth the designation of such classes or series, and fixes the relative rights and preferences of such classes or series.  Any of the rights and preferences of a class or series of membership interests established in the articles, bylaws, or by resolution of the board:

  (1)  May be made dependent upon facts ascertainable outside the articles or bylaws or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles or bylaws or in the resolution or resolutions establishing the class or series; and

  (2)  May include by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the cooperative in connection with the establishment of the class or series if the cooperative retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions thereof which are included by reference.

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(L. 2011 S.B. 366)


---- end of effective   28 Aug 2011 ----

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