§ 17-10-209 — Amendment of articles

(a) The articles of a cooperative shall be amended as
follows:
(i) 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 ballot, if the
board has provided for a mail ballot in the resolution or
alternative method approved by the board and stated in the
resolution, shall be mailed or 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;
(ii) If a quorum of the members is registered as
being present or represented by alternative vote at the meeting,
the proposed amendment is adopted:
(A) If approved by a majority of the votes cast;
or
(B) 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.
(c) A certificate shall be prepared stating:
(i) The vote and meeting of the board adopting a
resolution of the proposed amendment;
(ii) The notice given to members of the meeting at
which the amendment was adopted;
(iii) The quorum registered at the meeting; and
(iv) The vote cast adopting the amendment.
(d) The certificate shall be signed by the chair, vice-
chair, records officer or financial officer and filed with the
records of the cooperative.
(e) A majority of directors may amend the articles if the
cooperative does not have any members with voting rights.