Subdivision 1. Procedure. (a) The articles of a cooperative shall be amended as follows:
(1) the board, by majority vote, shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail or alternative ballot, if the board has provided for a mail or alternative ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or otherwise distributed with a 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 by alternative vote at the meeting, the proposed amendment is adopted:
(i) if approved by a majority of the votes cast; or
(ii) 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 shall be signed by the chair, vice chair, records officer, or assistant records officer and a copy of the amendment filed in the Office of the Secretary of State.
Subd. 2. Certificate. (a) A certificate shall be prepared stating:
(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; and
(4) the vote cast adopting the amendment.
(b) The certificate shall be signed by the chair, vice chair, records officer, or financial officer and filed with the records of the cooperative.
Subd. 3. Amendment by directors. A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
Subd. 4. Filing. An amendment of the articles shall be filed with the secretary of state. The amendment is effective upon filing or the date specified in the resolution adopting the amendment.
2003 c 105 art 1 s 13; 2008 c 203 s 10
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 308B — Cooperative Associations
Section 308B.005 — Definitions.
Section 308B.007 — Legal Recognition Of Electronic Records And Signatures.
Section 308B.101 — Reservation Of Right.
Section 308B.111 — Filing Fees.
Section 308B.115 — Registered Office And Agent.
Section 308B.121 — Annual Renewal.
Section 308B.152 — Foreign Cooperatives; Sections Applicable.
Section 308B.201 — Organizational Purpose.
Section 308B.205 — Organizers.
Section 308B.211 — Cooperative Name.
Section 308B.215 — Articles Of Organization.
Section 308B.221 — Amendment Of Articles.
Section 308B.225 — Amendment Of Organizational Documents To Be Governed By This Chapter.
Section 308B.231 — Curative Filing.
Section 308B.245 — Cooperative Records.
Section 308B.305 — Emergency Powers.
Section 308B.311 — Agricultural Product Marketing Contracts.
Section 308B.401 — Board Governs Cooperative.
Section 308B.405 — Number Of Directors.
Section 308B.411 — Election Of Directors.
Section 308B.415 — Filling Vacancies.
Section 308B.421 — Removal Of Directors.
Section 308B.425 — Board Of Directors' Meetings.
Section 308B.435 — Act Of Board Of Directors.
Section 308B.441 — Action Without A Meeting.
Section 308B.445 — Audit Committee.
Section 308B.451 — Committees.
Section 308B.455 — Standard Of Conduct.
Section 308B.461 — Director Conflicts Of Interest.
Section 308B.465 — Limitation Of Director's Liability.
Section 308B.471 — Indemnification.
Section 308B.505 — Member Not Liable For Cooperative Debts.
Section 308B.511 — Regular Members' Meetings.
Section 308B.515 — Special Members' Meetings.
Section 308B.521 — Certification Of Meeting Notice.
Section 308B.531 — Remote Communications For Member Meetings.
Section 308B.535 — Act Of Members.
Section 308B.541 — Action Without A Meeting.
Section 308B.545 — Member Voting Rights.
Section 308B.551 — Patron Member Voting Based On Patronage.
Section 308B.555 — Voting Rights.
Section 308B.561 — Voting By Organizations And Legal Representatives.
Section 308B.571 — Sale Of Property And Assets.
Section 308B.575 — Vote Of Ownership Interests Held By Cooperative.
Section 308B.601 — Membership Interests.
Section 308B.605 — Assignment Of Financial Rights.
Section 308B.611 — Nature Of A Membership Interest And Statement Of Interest Owned.
Section 308B.615 — Certificated Membership Interests.
Section 308B.621 — Lost Certificates; Replacement.
Section 308B.625 — Restriction On Transfer Or Registration Of Membership Interests.
Section 308B.627 — Member Control Agreements.
Section 308B.701 — Authorization, Form, And Acceptance Of Contributions.
Section 308B.705 — Restatement Of Value Of Previous Contributions.
Section 308B.711 — Contribution Agreements.
Section 308B.715 — Contribution Rights Agreements.
Section 308B.721 — Allocations And Distributions To Members.
Section 308B.725 — Allocations And Distributions To Patron Members.
Section 308B.735 — Distribution Of Unclaimed Property.
Section 308B.801 — Merger And Consolidation.
Section 308B.805 — Merger Of Subsidiary.
Section 308B.835 — Abandonment.
Section 308B.901 — Methods Of Dissolution.
Section 308B.903 — Notice Of Intent To Dissolve.
Section 308B.905 — Winding Up.
Section 308B.911 — Revocation Of Dissolution Proceedings.
Section 308B.915 — Statute Of Limitations.
Section 308B.921 — Articles Of Dissolution.
Section 308B.925 — Application For Court-supervised Voluntary Dissolution.
Section 308B.931 — Court-ordered Remedies Or Dissolution.
Section 308B.935 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.
Section 308B.941 — Receiver Qualifications And Powers.
Section 308B.945 — Dissolution Action By Attorney General; Administrative Dissolution.
Section 308B.951 — Filing Claims In Court-supervised Dissolution Proceedings.
Section 308B.955 — Discontinuance Of Court-supervised Dissolution Proceedings.
Section 308B.961 — Court-supervised Dissolution Order.
Section 308B.965 — Filing Court's Dissolution Order.
Section 308B.971 — Barring Of Claims.
Section 308B.975 — Right To Sue Or Defend After Dissolution.