§ 308B.221 Amendment Of Articles

In plain language#

Amending the articles is a two-step process: the board proposes, the members decide. The amendment then has to be filed with the secretary of state to take effect. The exception is a cooperative with no voting members, where a majority of the directors can amend. ^{P1, § 308B.221}

Subdivision by subdivision#

Subd. 1 – Procedure.

1. Board resolution. The board, by majority vote, passes a resolution stating the text of the proposed amendment.
2. Notice to members. The text is mailed or otherwise distributed to each member with a regular or special meeting notice that designates the time and place at which the amendment will be considered and voted on. If the board has provided for a mail or alternative ballot in the resolution, that ballot goes with the notice. ("Alternative ballot" is defined in § 308B.005, subd. 3.)
3. Vote. If a quorum of members is registered as present or represented by alternative vote, the amendment is adopted if (i) approved by a majority of the votes cast, or (ii) where the articles or bylaws require more than a majority or add other conditions, approved by the proportion or number they require, with those conditions satisfied.
4. Signing and filing. After adoption, the amendment is signed by the chair, vice chair, records officer or assistant records officer, and a copy is filed in the Office of the Secretary of State.

Subd. 2 – Certificate. A certificate must be prepared stating the vote and meeting of the board that adopted the resolution, the notice given to members, the quorum registered at the meeting, and the vote cast adopting the amendment. It is signed by the chair, vice chair, records officer or financial officer and filed with the records of the cooperative (not with the secretary of state).

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 and effect. An amendment "shall be filed with the secretary of state." It is effective "upon filing or the date specified in the resolution adopting the amendment."

How it works in practice#

• Member-quorum minima are in § 308B.525. Member-adopted articles or bylaws may require more under § 308B.535, subd. 3; greater-quorum bylaws are member-only under § 308B.241, subd. 5. Meeting notice rules are in § 308B.511 and § 308B.515.
• The records-office certificate in subd. 2 is internal. Keep it with the minutes; see § 308B.245.
• Both the member-approved copy in subd. 1(b) and the "amendment" filed in subd. 4 go to the secretary of state; the certificate in subd. 2 does not. The section does not state a separate fee for amendments. The default filing fee in § 308B.111 is $35 "unless otherwise provided"; confirm the current amount with the secretary of state (see Fees and forms for 308B cooperatives).
• Bylaws are amended differently, and more easily; see § 308B.241, subds. 3–6. Deciding whether a provision belongs in the articles or the bylaws is therefore a decision about how hard it will be to change.

Related#

• Contents of articles: § 308B.215
• Bylaws amendment: § 308B.241
• Amendment guide: Amend the articles and bylaws