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Chapter 308B
Section 308B.221
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Recent History
This is an historical version of this statute chapter. Also view the most recent published version.
308B.221 AMENDMENT OF ARTICLES.
Subdivision 1. Procedure. (a) The articles of a cooperative shall be amended as follows:
(1) the board, by majority vote, shall 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:
(i) if approved by a majority of the votes cast; or
(ii) 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 shall be signed
by the chair, vice chair, records officer, or assistant records officer and a copy of the amendment
filed in the Office of the Secretary of State.
Subd. 2. Certificate. (a) A certificate shall be prepared stating:
(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; and
(4) the vote cast adopting the amendment.
(b) The certificate shall be signed by the chair, vice chair, records officer, or financial officer
and filed with the records of the cooperative.
Subd. 3. Amendment by directors. A majority of directors may amend the articles if the
cooperative does not have any members with voting rights.
Subd. 4. Filing. An amendment of the articles shall be filed with the secretary of state with
a registration statement under section 308B.121, and the amendment is effective upon filing or
the date specified in the resolution adopting the amendment.
History: 2003 c 105 art 1 s 13
Subdivision 1. Procedure. (a) The articles of a cooperative shall be amended as follows:
(1) the board, by majority vote, shall 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:
(i) if approved by a majority of the votes cast; or
(ii) 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 shall be signed
by the chair, vice chair, records officer, or assistant records officer and a copy of the amendment
filed in the Office of the Secretary of State.
Subd. 2. Certificate. (a) A certificate shall be prepared stating:
(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; and
(4) the vote cast adopting the amendment.
(b) The certificate shall be signed by the chair, vice chair, records officer, or financial officer
and filed with the records of the cooperative.
Subd. 3. Amendment by directors. A majority of directors may amend the articles if the
cooperative does not have any members with voting rights.
Subd. 4. Filing. An amendment of the articles shall be filed with the secretary of state with
a registration statement under section 308B.121, and the amendment is effective upon filing or
the date specified in the resolution adopting the amendment.
History: 2003 c 105 art 1 s 13
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Revisor of Statutes