§ 7-58-406 — Restated articles

(1) The board of directors may restate the
articles at any time with or without action by the members. If the limited
cooperative association does not have both members and directors, its organizers
may restate the articles at any time.

(2) The restatement may include one or more amendments to the articles. If
the restatement includes an amendment requiring approval of the members, it must
be approved in the same manner as an amendment to the articles under section 7-58-405 (1).

(3) If the board of directors submits a restatement for action by the
members, the board shall call a meeting of members and mail or otherwise transmit
or deliver in a record the information and give notice of the meeting in accordance
with section 7-58-402 (2) to each member entitled to vote on the restatement. The
copy of the restatement provided to members must identify any amendment or
other change the restatement would make in the articles.

(4) A limited cooperative association restating its articles shall deliver to the
secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of
restatement stating:

(a) The domestic entity name of the association;

(b) The text of the restated articles; and

(c) If the restatement was adopted by the board of directors or organizers
without member action, a statement to that effect and that member action was not
required.

(5) Upon filing by the secretary of state or at any later effective date
determined pursuant to section 7-90-304, restated articles supersede the original
articles and all prior amendments to them.

Legislative History

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 777, � 1, effective April 2, 2012.