Iowa Code 501A.504 – Amendment of articles
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1.
Procedure.
a. The articles of organization of a cooperative shall be amended only as follows:
(1) The board, by majority vote, must pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached ballot, if the board has provided for a mail ballot in the resolution, shall be mailed or otherwise distributed with a regular or special meeting notice to each member. If the board authorizes an alternative voting method, the text of the proposed amendment and explanation of how to cast a vote using the alternative voting method shall be distributed with the 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.
(2) If a quorum of the members is registered as being present or represented at the meeting, the proposed amendment is adopted if any of the following occurs:
(a) If approved by a majority of the votes cast.
(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 must be signed by the chairperson, vice chairperson, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary.
Terms Used In Iowa Code 501A.504
- Alternative voting method: means a method of voting other than a written ballot, including voting by electronic, telephonic, internet, or other means that reasonably allows members the opportunity to vote. See Iowa Code 501A.102
- 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.
- Articles: means the articles of organization of a cooperative as originally filed or subsequently amended as provided in this chapter. See Iowa Code 501A.102
- Board: means the board of directors of a cooperative. See Iowa Code 501A.102
- Cooperative: means a business association organized under this chapter. See Iowa Code 501A.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person or entity reflected on the books of a cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members. See Iowa Code 501A.102
- Quorum: The number of legislators that must be present to do business.
- Secretary: means the secretary of state. See Iowa Code 501A.102
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
2.
Certified statement.
a. The board shall prepare a certified statement affirming that all of the following are true:
(1) The vote and meeting of the board adopting a resolution of the proposed amendment.
(2) The notice given to members of the meeting at which the amendment was adopted.
(3) The quorum registered at the meeting.
(4) The vote cast adopting the amendment.
b. The certified statement shall be signed by the chairperson, vice chairperson, records officer, or financial officer and filed with the records of the cooperative.
3.
Amendment by directors.
A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
4.
Filing.
An amendment of the articles shall be filed with the secretary as required in section 501A.201. The amendment is effective as provided in subchapter II. After an amendment to the articles of organization has been adopted and approved in the manner required by this chapter and by the articles of organization, the cooperative shall deliver to the secretary of state for filing articles of amendment which shall set forth all of the following:
a. The name of the cooperative.
b. The text of each amendment adopted.
c. The date of each amendment’s adoption.
d. (1) If the amendment was adopted by the directors, a statement that the amendment was duly adopted in the manner required by this chapter and by the articles of organization and that members’ adoption was not required.
(2) If an amendment required adoption by the members, a statement that the amendment was duly adopted by the members in the manner required by this chapter and by the articles of organization.