§ 5-609. Amendment of articles of incorporation

   (a) In general. -- A cooperative may amend its articles of incorporation as provided in this section.

(b) Approval by members. --

   (1) A proposed amendment shall be submitted for consideration at an annual or special meeting of the members of the cooperative.

   (2) The proposed amendment shall be included in or attached to the notice of the meeting.

   (3) The proposed amendment and any change to the proposed amendment shall be approved by the affirmative vote of not less than two-thirds of the members voting on the matter.

(c) Execution of articles of amendment. -- If the proposed amendment and any change to the proposed amendment are approved by the members as provided in subsection (b) of this section:

   (1) Articles of amendment shall be signed and acknowledged for the cooperative by its chairman or vice-chairman and attested by its secretary; and

   (2) The seal of the cooperative shall be affixed to the articles.

(d) Contents of articles of amendment. -- The articles of amendment shall contain:

   (1) The name of the cooperative;

   (2) The address of the principal office of the cooperative;

   (3) The amendment to the articles of incorporation; and

   (4) A statement that the articles are executed in accordance with this subtitle.

(e) Affidavit of compliance. -- The chairman or vice-chairman who signs the articles of amendment for the cooperative shall make and attach to the articles an affidavit stating that the cooperative has complied with the provisions of this section that relate to the articles.

HISTORY: 2002, ch. 135, § 3.