(1) Bylaws shall be in a record and, if not stated in the
articles, shall include:
(a) A statement of the capital structure of the limited cooperative
association, including:
(I) The classes or other types of members' interests and relative rights,
preferences, and restrictions granted to or imposed upon each class or other type
of member's interest; and
(II) The rights to share in profits or distributions of the association;
(b) A statement of the method for admission of members;
(c) A statement designating voting and other governance rights, including
which members have voting power and any restriction on voting power;
(d) A statement that a member's interest is transferable, if it is to be
transferable, and a statement of the conditions upon which it may be transferred;
(e) A statement concerning the manner in which profits and losses are
allocated and distributions are made among patron members and, if investor
members are authorized, the manner in which profits and losses are allocated and
how distributions are made among investor members and between patron members
and investor members;
(f) A statement concerning:
(I) Whether persons that are not members but conduct business with the
association may be permitted to share in allocations of profits and losses and
receive distributions; and
(II) The manner in which profits and losses are allocated and distributions are
made with respect to those persons; and
(g) A statement of the number and terms of directors or the method by which
the number and terms are determined.
(2) Subject to subsection (3) of this section and the articles, bylaws may
contain any other provision for managing and regulating the affairs of the
association.
(3) The matters referred to in this subsection (3) may be varied only in the
bylaws, in the articles, or in the bylaws and the articles. The bylaws may:
(a) Require more information to be maintained under section 7-58-112 or
provided to members under section 7-58-505 (11);
(b) Provide restrictions on transactions between a member and an
association under section 7-58-113;
(c) Provide for the percentage and manner of voting on amendments to the
articles and bylaws by district, class, or voting group under section 7-58-404 (1);
(d) Provide for the percentage vote required to amend the bylaws concerning
the admission of new members under section 7-58-405 (5)(e);
(e) Provide for terms and conditions to become a member under section 7-58-502;
(f) Restrict the manner of conducting members meetings under sections 7-58-506 (3) and 7-58-507 (5);
(g) Designate the presiding officer of members meetings under sections 7-58-506 (5) and 7-58-507 (7);
(h) Require a statement of purposes in the annual meeting notice under
section 7-58-508 (2);
(i) Increase quorum requirements for members meetings under section 7-58-510 and board of directors meetings under section 7-58-815;
(j) Allocate voting power among members, including patron members and
investor members, and provide for the manner of member voting and action as
permitted by sections 7-58-511 to 7-58-517;
(k) Authorize investor members and expand or restrict the transferability of
members' interests to the extent provided in sections 7-58-602 to 7-58-604;
(l) Provide for enforcement of a marketing contract under section 7-58-704
(1);
(m) Provide for qualification, election, terms, removal, filling vacancies, and
member approval for compensation of directors in accordance with sections 7-58-803 to 7-58-805, 7-58-807, 7-58-809, and 7-58-810;
(n) Restrict the manner of conducting board meetings and taking action
without a meeting under sections 7-58-811 and 7-58-812;
(o) Provide for frequency, location, notice, and waivers of notice for board
meetings under sections 7-58-813 and 7-58-814;
(p) Increase the percentage of votes necessary for board action under
section 7-58-816 (2);
(q) Provide for the creation of committees of the board of directors and
matters related to the committees in accordance with section 7-58-817;
(r) Provide for officers and their appointment, designation, and authority
under section 7-58-822;
(s) Provide for forms and values of contributions under section 7-58-1002;
(t) Provide for remedies for failure to make a contribution under section 7-58-1003;
(u) Provide for the allocation of profits and losses of the association,
distributions, and the redemption or repurchase of distributed property other than
money in accordance with sections 7-58-1004 to 7-58-1007;
(v) Specify when a member's dissociation is wrongful and the liability
incurred by the dissociating member for damage to the association under section 7-58-1101 (2) and (3);
(w) Provide the personal representative, or other legal representative of, a
deceased member or a member adjudged incompetent with additional rights under
section 7-58-1103;
(x) Increase the percentage of votes required for board of director approval
of:
(I) A resolution to dissolve under section 7-58-1205;
(II) A proposed amendment to the articles or bylaws under section 7-58-402
(1)(a);
(III) A plan of conversion under section 7-58-1603 (1);
(IV) A plan of merger under section 7-58-1607 (1); and
(V) A proposed disposition of assets under section 7-58-1503 (1); and
(y) Vary the percentage of votes required for members' approval of:
(I) A resolution to dissolve under section 7-58-1205;
(II) An amendment to the bylaws under section 7-58-405;
(III) A plan of conversion under section 7-58-1603;
(IV) A plan of merger under section 7-58-1608; and
(V) A disposition of assets under section 7-58-1504.
(4) In addition to amendments permitted under part 4 of this article, the
initial board of directors may amend the bylaws by a majority vote of the directors
at any time before the admission of members.