Section 351.1117

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1117.  Patron members, voting rights and requirements. — 1.  A patron member of a cooperative is entitled to one vote on an issue to be voted upon by patron members, except that if authorized in the articles or bylaws, a patron member may be entitled to additional votes based on patronage criteria as described in section 351.1120.  On any matter of the cooperative, an affirmative vote of all patron members entitled to vote on such matter, unless a greater or lesser amount is required by sections 351.1000 to 351.1228, the bylaws, or the articles, shall be binding on all patron members.  A nonpatron member has the voting rights in accordance with his or her nonpatron membership interest as granted in the articles or bylaws, subject to the provisions of sections 351.1000 to 351.1228.

  2.  Unless otherwise set forth in the articles or bylaws, a member's vote at a members' meeting shall be in person, by mail, if a mail vote is authorized by the board, by alternative ballot if authorized by the board, or by proxy as set forth in subsection 3 of this section.

  3.  Unless otherwise set forth in the articles or bylaws:

  (1)  All proxies shall be in writing and executed by the member issuing such proxy, or such member's attorney in fact.  Such proxy shall be filed with the chairman of the board before or at the time of a meeting in order to be effective at that meeting.  No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.  No appointment is irrevocable unless the appointment is coupled with an interest in the membership interests of the cooperative;

  (2)  A copy, facsimile, or other reproduction of the original written proxy may be substituted or used in lieu of the original written proxy for any purpose for which the original written proxy could be used, if the copy, facsimile, or other reproduction is a complete and legible reproduction of the entire original written proxy;

  (3)  An appointment of a proxy for membership interests owned jointly by two or more members is valid if signed by any one of those members, unless the cooperative receives from any one of those members written notice either denying the authority of that person to appoint a proxy or appointing a different proxy, in which case the proxy will be deemed invalid.  If the cooperative shall receive conflicting proxies signed by the different owners of the membership interests, then all proxies submitted for such membership interests will be deemed invalid;

  (4)  An appointment may be terminated at will unless the appointment is coupled with an interest, in which case it shall not be terminated except in accordance with the terms of an agreement, if any, between the parties to the appointment.  Termination may be made by filing written notice of the termination of the appointment with the cooperative or by filing a new written appointment of a proxy with the cooperative.  Termination in either manner revokes all prior proxy appointments and is effective when filed with the cooperative.

  4.  (1)  A cooperative may provide in the articles or bylaws that units, districts, or other type of classification authorized under sections 351.1000 to 351.1228 of members are entitled to be represented at members' meetings by delegates chosen by the members of such unit, district, or other classification.  The delegates may vote on matters at the members' meeting in the same manner as a member.  The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws.

  (2)  If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate.

  5.  The board may fix a record date not more than sixty days, or a shorter time period as provided in the articles or bylaws, before the date of a members' meeting as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting.  When a record date is so fixed, only members on that date are entitled to notice of and permitted to vote at that members' meeting.

  6.  The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other nonmember, other than a vote by proxy under subsection 3 of this section or as otherwise allowed under section 351.1123, governance rights in the cooperative.  If not otherwise provided in the articles or bylaws or by sections 351.1000 to 351.1228, creditors, security holders, or other nonmembers shall not have any governance rights in the cooperative.

  7.  Membership interests owned by two or more persons may be voted by any one of such persons unless the cooperative receives written notice from any one of such persons denying the authority of the other person or persons to vote those membership interests, in which case any vote of such membership interests shall be deemed invalid.  Jointly owned membership interests shall have one vote, regardless of the number of owners, unless otherwise provided under subsection 1 of this section, the articles, or the bylaws.  If the cooperative receives conflicting votes for the same membership interests, then all votes cast by such membership interests will be deemed invalid.

  8.  Except as provided in subsection 7 of this section, an owner of a nonpatron membership interest or a patron membership interest with more than one vote may vote any portion of the membership interest in any way the member chooses, provided that such member is entitled to vote on the particular matter at issue.  If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.

  9.  Any ballot, vote, authorization, or consent submitted by electronic communication under sections 351.1000 to 351.1228 may be revoked by the member submitting a written revocation including another ballot, vote, authorization, or consent so long as the revocation is received by a director or an officer of the cooperative which has been designated, under the bylaws or by resolution of the board, to receive such revocation at or before the meeting or before an action without a meeting is effective.  A ballot, vote, authorization, or consent submitted by a member who attends a members' meeting shall automatically and without further action revoke such member's previous electronic ballot, vote, authorization, or consent, if any.

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(L. 2011 S.B. 366)