35-19-302. Amendment of articles of incorporation. A buying cooperative may amend its articles of incorporation by complying with the following requirements:
     (1) The proposed amendment must first be:
     (a) approved by the board of trustees and then be submitted to a vote of the members at any annual or special meeting of the membership; or
     (b) submitted by a petition bearing not less than 20% of the members' signatures, in accordance with the same procedures as those provided for member initiatives provided in 35-19-306.
     (2) The notice of the meeting on the proposed amendment must be included in the proposed amendment. The proposed amendment, with the changes that the members choose to make to the amendment, is considered to be approved on the affirmative vote of not less than two-thirds of those members voting on the amendment at the meeting.
     (3) Upon an approval of the amendment by the members, the articles of amendment must be executed on behalf of the buying cooperative by its president or vice president and its corporate seal must be affixed to the articles of amendment and attested by its secretary. The articles of amendment must include in the caption that the articles of amendment are executed pursuant to this chapter and must state:
     (a) the name of the buying 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.
     (4) The president or vice president executing the articles of amendment shall also make and attach to the articles of amendment an affidavit stating that the provisions of this section were met.
     (5) The articles of amendment and the affidavit must be submitted to the secretary of state for filing, as provided in 35-19-315.

     History: En. Sec. 11, Ch. 575, L. 1999.