Topic: articles

• Write the articles of organization guides

  What a 308B cooperative's articles must contain, what the SOS form asks for, and what to leave to the bylaws.

• Amend the articles and bylaws guides

  How a 308B cooperative amends its articles (board resolution, member vote, SOS filing) and its bylaws (board or members, with notice to members).

• § 308B.201 Organizational Purpose statute

  A 308B cooperative may be organized on a cooperative plan for any lawful purpose, including marketing or processing members' products and providing products, supplies and services to members.

• § 308B.211 Cooperative Name statute

  A cooperative's name must be distinguishable on the secretary of state's records from existing business entity names and reserved names, and the name is reserved for the cooperative while it exists.

• § 308B.215 Articles Of Organization statute

  The articles of organization must state the cooperative's name, purpose, organizers, any limited duration, registered agent if any, and registered office; filing them with the secretary of state creates the cooperative.

• § 308B.221 Amendment Of Articles statute

  Articles are amended by a board resolution followed by a member vote at a meeting with a quorum, then signed and filed with the secretary of state; if no members have voting rights, a majority of directors can amend.

• § 308B.225 Amendment Of Organizational Documents To Be Governed By This Chapter statute

  A chapter 308A cooperative can become a 308B cooperative by giving members a disclosure statement, amending its articles, and filing the articles plus a certificate with the secretary of state, without a transfer of its property or liabilities.

• § 308B.235 Existence statute

  A 308B cooperative exists from the moment its articles are filed with the secretary of state, and lasts forever unless the articles set a limited duration.

• § 308B.465 Limitation Of Director's Liability statute

  Articles or bylaws may limit a director's monetary liability to the cooperative or members for fiduciary breach, but not for the listed loyalty, bad-faith, misconduct, securities, distribution, personal-benefit or pre-effective-date exceptions.