Louisiana Revised Statutes 12:412 – Amendment of articles of incorporation
Terms Used In Louisiana Revised Statutes 12:412
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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 incorporation: as used in this Part shall be deemed to include the articles of conversion of a converted corporation. See Louisiana Revised Statutes 12:416
- Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
- Cooperative: means a corporation organized under this Part and a corporation which becomes subject to this Part in the manner hereinafter provided. See Louisiana Revised Statutes 12:402
A. A cooperative may amend its articles of incorporation by complying with the following requirements:
(1) The proposed amendment shall be approved first by the board of directors and shall be submitted then to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such meeting; and
(2) Upon such approval by the members, articles of amendment shall be executed by authentic act on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this Part and shall state:
(a) The name of the cooperative;
(b) The address of its principal office;
(c) The date of the filing of its articles of incorporation in the office of the Secretary of State, and
(d) The amendment to its articles of incorporation.
(3) The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this Section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as approved in this Part.
B. A cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of the Secretary of State, and also in the office of the recorder of mortgages or the clerk of court in each parish in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty (30) days after the filing of such certificate of change of principal office in the office of recorder of mortgages or clerk of court of any parish, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.
Renumbered from R.S.1950, §12:312 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.