Kentucky Statutes 272.141 – Amendments to articles, how made — Contents — Filing
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(1) Amendments to the articles of incorporation shall be made in the following manner: The board shall by an affirmative vote of not less than two-thirds (2/3) of its members, present and voting at any regular or special meeting, adopt a resolution approving the proposed amendment and directing that the proposed amendment be submitted to a vote of the association members at any annual or special meeting duly called. Written or printed notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member of the association entitled to vote at any such meeting, within the time and in the manner provided in KRS § 272.161. The proposed amendment, or amendments, shall be adopted by the affirmative vote of not less than a majority of the votes entitled to be cast by the members present in person, or by proxy (if permitted by the bylaws), and voting at any such meeting.
(2) Notwithstanding the provisions of subsection (1) of this section, an amendment whose only effect is to extend an association’s period of duration may be adopted by the affirmative vote of not less than two-thirds (2/3) of the directors present and voting at any duly called board meeting, and shall become effective when signed and acknowledged by the chairman, or other presiding officer, of the board and filed and recorded pursuant to KRS § 272.131.
(3) The articles of amendment shall set forth: (a) The name of the association;
(b) The amendment adopted;
(c) A statement setting forth the date of the meeting of the board at which the amendment or amendments were approved; that the meeting was duly called and that a quorum was present; and that a resolution approving the proposed amendment, or amendments, received an affirmative vote of not less than two- thirds (2/3) of the members of the board present and voting at such meeting;
(d) A statement setting forth the date of the meeting of the members of the association at which the amendment was adopted; that the meeting was duly called and that a quorum was present; and that such amendment received an affirmative vote of not less than a majority of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting at such meeting.
(4) For the recording of articles of incorporation or amendments thereto by the Secretary of State and county clerk, and for the issuance of a certificate of incorporation or certificate of amendment by the Secretary of State, an association shall pay the same fees as are provided for such services in the statutes relating to corporations generally.
(5) A copy of the articles of amendment indorsed by the Secretary of State with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky, and with the Commissioner of the Department of Agriculture.
Effective: July 13, 1984
History: Amended 1984 Ky. Acts ch. 111, sec. 118, effective July 13, 1984. — Amended 1978 Ky. Acts ch. 384, sec. 446, effective June 17, 1978. — Created 1966
Ky. Acts ch. 208, sec. 6.
(2) Notwithstanding the provisions of subsection (1) of this section, an amendment whose only effect is to extend an association’s period of duration may be adopted by the affirmative vote of not less than two-thirds (2/3) of the directors present and voting at any duly called board meeting, and shall become effective when signed and acknowledged by the chairman, or other presiding officer, of the board and filed and recorded pursuant to KRS § 272.131.
Terms Used In Kentucky Statutes 272.141
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Quorum: The number of legislators that must be present to do business.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(3) The articles of amendment shall set forth: (a) The name of the association;
(b) The amendment adopted;
(c) A statement setting forth the date of the meeting of the board at which the amendment or amendments were approved; that the meeting was duly called and that a quorum was present; and that a resolution approving the proposed amendment, or amendments, received an affirmative vote of not less than two- thirds (2/3) of the members of the board present and voting at such meeting;
(d) A statement setting forth the date of the meeting of the members of the association at which the amendment was adopted; that the meeting was duly called and that a quorum was present; and that such amendment received an affirmative vote of not less than a majority of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting at such meeting.
(4) For the recording of articles of incorporation or amendments thereto by the Secretary of State and county clerk, and for the issuance of a certificate of incorporation or certificate of amendment by the Secretary of State, an association shall pay the same fees as are provided for such services in the statutes relating to corporations generally.
(5) A copy of the articles of amendment indorsed by the Secretary of State with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky, and with the Commissioner of the Department of Agriculture.
Effective: July 13, 1984
History: Amended 1984 Ky. Acts ch. 111, sec. 118, effective July 13, 1984. — Amended 1978 Ky. Acts ch. 384, sec. 446, effective June 17, 1978. — Created 1966
Ky. Acts ch. 208, sec. 6.