2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.504 - Amendment of articles.

501A.504 Amendment of articles.
1. Procedure.
a. The articles of organization of a cooperative shall be amended only as follows:
(1) The board, by majority vote, must pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached ballot, if the board has provided for a mail ballot in the resolution, shall be mailed or otherwise distributed with a regular or special meeting notice to each member. If the board authorizes an alternative voting method, the text of the proposed amendment and explanation of how to cast a vote using the alternative voting method shall be distributed with the 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 at the meeting, the proposed amendment is adopted if any of the following occurs:
(a) If approved by a majority of the votes cast.
(b) 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 must be signed by the chairperson, vice chairperson, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary.
2. Certified statement.
a. The board shall prepare a certified statement affirming that all of the following are true:
(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.
(4) The vote cast adopting the amendment.
b. The certified statement shall be signed by the chairperson, vice chairperson, records officer, or financial officer and filed with the records of the cooperative.
3. Amendment by directors. A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
4. Filing. An amendment of the articles shall be filed with the secretary as required in section 501A.201. The amendment is effective as provided in subchapter II. After an amendment to the articles of organization has been adopted and approved in the manner required by this chapter and by the articles of organization, the cooperative shall deliver to the secretary of state for filing articles of amendment which shall set forth all of the following:
a. The name of the cooperative.
b. The text of each amendment adopted.
c. The date of each amendment’s adoption.
d. (1) If the amendment was adopted by the directors, a statement that the amendment was duly adopted in the manner required by this chapter and by the articles of organization and that members’ adoption was not required.
(2) If an amendment required adoption by the members, a statement that the amendment was duly adopted by the members in the manner required by this chapter and by the articles of organization.
2005 Acts, ch 135, §28; 2006 Acts, ch 1010, §128; 2011 Acts, ch 23, §17, 18; 2012 Acts, ch 1021, §96