(a) A cooperative may amend its articles of incorporation by complying with the following requirements:

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Terms Used In Tennessee Code 65-29-113

  • 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 chapter , includes the articles of conversion of a converted corporation. See Tennessee Code 65-29-117
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) The proposed amendment shall be first approved by the board of directors and shall then be submitted 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 (2/3) of those members voting thereon at such meeting; and
(2)

(A) Upon such approval by the members, articles of amendment shall be executed and acknowledged 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 chapter and shall state:

(i) The name of the cooperative;
(ii) The address of its principal office;
(iii) The date of the filing of its articles of incorporation in the office of the secretary of state; and
(iv) The amendment to its articles of incorporation;
(B) The president or vice president executing such articles of amendment shall also make and annex thereto an affidavit stating that there was compliance with this section.
(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 each county office 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 any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file in the county office.
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