(a) General rule.--An association, by action of its members or delegates, may amend its articles of incorporation in the manner provided by the applicable provisions of this part except that:
(1) No amendment shall be adopted without the affirmative vote of two-thirds of the members or delegates voting thereon.
(2) No amendment affecting the priority or preferential rights of any outstanding stock shall be adopted without the affirmative vote of two-thirds of the holders of the outstanding stock affected.
(3) Any association not having capital stock may convert into an association with capital stock by amending its articles to set forth a description of the shares of each class which are to be issued and a statement of the voting rights, preferences, limitations and relative rights granted to or imposed upon the shares of each class but only if the conversion is proposed by three-fourths of the board of directors.
(b) Procedure.--Written notice shall, not less than 15 days before the meeting of members or delegates called for the purpose of considering the proposed amendment or any other fundamental change, be given to each member or shareholder of record. A notice of an amendment under subsection (a)(3) shall set forth, in addition to the information otherwise required by the appropriate provisions of this part, a complete description of the shares proposed to be issued upon the conversion and the manner of carrying the conversion into effect.
(c) Post-approval report.--Whenever an amendment of the articles of an association is approved, the association shall notify each member within 30 days after the filing of articles of amendment by sending to each member a copy of the filed amendment and, in the case of a conversion, a complete description of the shares issued by the association.
Cross References. Section 7529 is referred to in section 7524 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 75 - Cooperative Agricultural Associations
Section 7501 - Short title of chapter
Section 7502 - Application of chapter
Section 7505 - Number and qualifications of incorporators
Section 7507 - Articles of incorporation
Section 7521 - Special powers and limitations
Section 7522 - Records of salary or other payments
Section 7524 - Issuance of shares
Section 7525 - Sale, transfer or redemption of shares
Section 7526 - Termination of membership
Section 7527 - Voting by proxy or mail
Section 7529 - Fundamental changes
Section 7532 - Removal of directors
Section 7534 - Marketing arrangements
Section 7535 - Patronage distributions
Section 7536 - Audit of operations
Section 7537 - Contract assignments to association
Section 7538 - Exemption from tax on capital stock and indebtedness