A. A cooperative may amend its articles of incorporation by complying with the following requirements:

1. (1) the proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting , the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make, shall be deemed to be approved on the affirmative vote of not less than two-thirds of those members voting on the amendment at that meeting; and

2. (2) upon 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 the Rural Electric Cooperative Act and shall state:

   1. (a) the name of the cooperative;
   2. (b) the address of its principal office;
   3. (c) the date of the filing of its articles of incorporation in the office of the secretary of state; and

   4. (d) the amendment to its articles of incorporation.

      The president or vice president executing the articles of amendment shall make and annex thereto an affidavit stating that the provisions of this section were duly complied with. The articles of amendment and affidavit shall be submitted to the secretary of state for filing as provided in the Rural Electric Cooperative Act.

      B. A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, 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 in the office of the county clerk in each county in this state in which its articles of incorporation or any prior certificate of change of principal office was filed. The cooperative shall, within thirty days after the filing of the certificate of change of principal office in the office of the county clerk, file in the county clerk's office certified copies of its articles of incorporation and all amendments thereto, if they are not already on file in the county clerk's office.

History: Laws 1939, ch. 47, § 12; 1941 Comp., § 48-412; 1953 Comp., § 45-4-12; 2013, ch. 75, § 27.

ANNOTATIONS

The 2013 amendment, effective July 1, 2013, required that the articles of incorporation of a cooperative recite the date a certificate of change of office was filed with the secretary of state; in Subparagraph (c) of Paragraph (2) of Subsection A, after "in the office of the", deleted "state corporation commission" and added "secretary of state"; in the second unlettered paragraph of Subsection A, in the second sentence, after submitted to the", deleted "state corporation commission" and added "secretary of state"; and in Subsection B, in the first sentence, after "in the office of the" deleted "state corporation commission" and added "secretary of state".