§ 7-56-202 — Amendment of articles

(1) A cooperative may amend its articles
at any time to add or change a provision that is required or permitted in the articles
or to delete a provision not required in the articles. Whether a provision is required
or permitted in the articles is determined as of the effective date of the
amendment.

(1.5) If a cooperative has not issued memberships or shares of stock, its
board of directors or, if no directors have been designated or elected, its
incorporators may adopt one or more amendments to the articles of incorporation.

(2) The articles of a cooperative may be amended at any regular or special
meeting of the members of the cooperative. The proposed amendment must be first
approved by a two-thirds majority of the directors. The notice of the meeting of
members shall state or have attached to it the proposed amendment and shall be
mailed to each member of record at least ten days prior to the meeting date. The
proposed amendment shall be approved by an affirmative vote of a majority of the
members present and voting in person or in any other manner authorized by the
cooperative pursuant to section 7-56-305 (1), unless a higher percentage of
approval is required in the articles.

(3) Unless otherwise provided in the articles, the board may adopt, without
shareholder action, one or more amendments to the articles to:

(a) Delete the statement of names and addresses of the incorporators or of
the initial directors;

(b) Delete the statement of the registered agent name and registered agent
address of the initial registered agent or registered office, if a statement of change
is on file in the records of the secretary of state containing the registered agent
name and registered agent address of the cooperative's registered agent;

(b.5) Delete the statement of the names and addresses of any or all of the
individuals named in the articles, pursuant to section 7-90-301 (6), as being
individuals who caused the articles to be delivered for filing;

(c) Except as otherwise provided in section 9 of article XV of the state
constitution, change each issued and unissued share of a class into a greater
number of whole shares if the cooperative has only shares of that class
outstanding; or

(d) Change the cooperative's domestic entity name by substituting the word
cooperative, association, incorporated, company, or limited, or any
abbreviation thereof for a similar word or abbreviation in the domestic entity name,
or by adding, deleting, or changing a geographical designation.

(4) (Deleted by amendment, L. 2004, p. 1411, � 40, effective July 1, 2004.)

(5) A cooperative amending its articles shall deliver to the secretary of state,
for filing pursuant to part 3 of article 90 of this title, articles of amendment stating:

(a) The domestic entity name of the cooperative; and

(b) The text of each amendment adopted.

(c) to (f) (Deleted by amendment, L. 2004, p. 1411, � 40, effective July 1, 2004.)

(6) Any amendment to the articles may not be invalidated because of the
manner of its adoption unless an action to do so is commenced within two years
after the date of filing.

Legislative History

Source: L. 96: Entire article R&RE, p. 486, � 1, effective July 1. L. 2000: (3)(d) and (5)(a) amended, p. 950, � 8, effective July 1. L. 2002: (3)(b) and IP(5) amended, p. 1816, � 19, effective July 1; (3)(b) and IP(5) amended, p. 1681, � 17, effective October 1. L. 2003: (2), (3)(a), (3)(b), and IP(5) amended and (3)(b.5) added, p. 2222, � 72, effective July 1, 2004. L. 2004: (1.5) added and (3)(b), (3)(d), (4), and (5) amended, p. 1411, � 40, effective July 1.