Kentucky Statutes 272A.4-050 – Approval of amendment
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(1) Subject to KRS § 272A.4-040 and subsections (3) and (4) of this section, an amendment to the articles of association shall be approved by:
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS § 272A.4-020; and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) Subject to KRS § 272A.4-040 and subsections (3) to (6) of this section, an amendment to the bylaws shall be approved by:
(a) At least a majority vote of the voting power of all members present at a members meeting called under KRS § 272A.4-020, unless the organic rules require a greater percentage; and
(b) If the limited cooperative association has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may require that the percentage of votes under subsection (1)(a)
or (2)(a) of this section be:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
(4) Consent in a record by a member shall be delivered to a limited cooperative association before delivery of an amendment to the articles of association or restated articles of association for filing pursuant to KRS § 272A.4-070, if as a result of the amendment the member will have:
(a) Personal liability for an obligation of the association; or
(b) An obligation or liability for an additional contribution.
(5) The vote required to amend bylaws shall satisfy the requirements of subsection (1)
of this section if the proposed amendment modifies:
(a) The equity capital structure of the limited cooperative association, including the rights of the association’s members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one (1) or more districts, classes, or voting groups of similarly situated members;
(b) The transferability of a member’s interest;
(c) The manner or method of allocation of profits or losses among members; (d) The quorum for a meeting and the rights of voting and governance; or
(e) Unless otherwise provided in the organic rules, the terms for admission of new members.
(6) Except for the matters described in subsection (5) of this section, the articles of
association may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.
(7) If the articles of association delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than thirty (30) days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty (30) day period.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 27, effective July 12, 2012.
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS § 272A.4-020; and
Terms Used In Kentucky Statutes 272A.4-050
- 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 of association: means the articles of association of a limited cooperative association required by KRS §. See Kentucky Statutes 272A.1-020
- Bylaws: means the bylaws of a limited cooperative association. See Kentucky Statutes 272A.1-020
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Member: means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. See Kentucky Statutes 272A.1-020
- Members meeting: means an annual members meeting or special meeting of members. See Kentucky Statutes 272A.1-020
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Quorum: The number of legislators that must be present to do business.
- Voting power: means the total current power of members to vote on a particular matter for which a vote may or is to be taken. See Kentucky Statutes 272A.1-020
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) Subject to KRS § 272A.4-040 and subsections (3) to (6) of this section, an amendment to the bylaws shall be approved by:
(a) At least a majority vote of the voting power of all members present at a members meeting called under KRS § 272A.4-020, unless the organic rules require a greater percentage; and
(b) If the limited cooperative association has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may require that the percentage of votes under subsection (1)(a)
or (2)(a) of this section be:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
(4) Consent in a record by a member shall be delivered to a limited cooperative association before delivery of an amendment to the articles of association or restated articles of association for filing pursuant to KRS § 272A.4-070, if as a result of the amendment the member will have:
(a) Personal liability for an obligation of the association; or
(b) An obligation or liability for an additional contribution.
(5) The vote required to amend bylaws shall satisfy the requirements of subsection (1)
of this section if the proposed amendment modifies:
(a) The equity capital structure of the limited cooperative association, including the rights of the association’s members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one (1) or more districts, classes, or voting groups of similarly situated members;
(b) The transferability of a member’s interest;
(c) The manner or method of allocation of profits or losses among members; (d) The quorum for a meeting and the rights of voting and governance; or
(e) Unless otherwise provided in the organic rules, the terms for admission of new members.
(6) Except for the matters described in subsection (5) of this section, the articles of
association may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.
(7) If the articles of association delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than thirty (30) days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty (30) day period.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 27, effective July 12, 2012.