Section 351.1030

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1030.  Bylaw requirements, adoption, amendment — emergency bylaws permitted. — 1.  A cooperative shall have bylaws governing the cooperative's business affairs and structure; the qualifications, classification, rights, and obligations of its members; and the classifications, allocations, and distributions of membership interests, which are not otherwise provided in the articles or by sections 351.1000 to 351.1228.

  2.  (1)  To the extent not stated in the articles, the bylaws shall state:

  (a)  The purpose of the cooperative;

  (b)  The capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of membership interests, including the governance rights and financial rights afforded to each class of membership interests, and the cooperative's authority to issue membership interests, which may be determined by the board;

  (c)  The taxation structure of the cooperative, including a statement of the taxation classification of the cooperative as decided by the board.  A cooperative may elect to be taxed as a corporation or as a partnership under sections 351.1000 to 351.1228;

  (d)  A provision designating the governance rights of each class of membership interests, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of sections 351.1000 to 351.1228;

  (e)  A statement that patron membership interests with voting power shall be restricted to one vote for each member regardless of the amount of patronage transacted with or for such member or the amount of patron membership interests held by a member in the affairs of the cooperative, or a statement describing such different allocation of voting power to the extent permitted under sections 351.1000 to 351.1228;

  (f)  A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;

  (g)  A statement as to how profits and losses will be allocated and cash will be distributed among the members;

  (h)  A statement that the records of the cooperative shall include patron membership interests and, if authorized, nonpatron membership interests, which may be further described in the bylaws.

  (2)  The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that is not inconsistent with sections 351.1000 to 351.1228 or the articles, and which may include the following:

  (a)  The number of directors and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;

  (b)  The qualifications of members and any limitations on their number;

  (c)  The manner of admission, withdrawal, suspension, and expulsion of members;

  (d)  Generally, the governance rights, financial rights, assignability of governance rights and financial rights, and other rights, privileges, and obligations of members and their membership interests;

  (e)  Authorization to permit a manager, which may be a person that is not otherwise related to the cooperative, to provide outside management services to the cooperative; and

  (f)  Any other provisions required by the articles to be in the bylaws.

  3.  Bylaws shall be adopted before the acceptance of any contributions to the cooperative by any member, except in the case of a conversion of a foreign business entity or domestic business entity to a cooperative, in which case the bylaws shall be adopted as soon as is practical following the filing of the articles.

  4.  The board may amend the bylaws at any time and without further approval by the members to add, change, or delete a provision or multiple provisions, unless:

  (1)  Sections 351.1000 to 351.1228, the articles, or the bylaws otherwise reserve the power exclusively to the members; or

  (2)  A particular bylaw expressly prohibits the board from doing so and provided the members shall receive a notice and summary of the amendments or the actual amendments to the bylaws as adopted by the board.

  5.  The bylaws may be amended, including, but not limited to, the addition, deletion, or restatement of any bylaw or bylaws, by the members at a regular or special members' meeting if:

  (1)  The notice of the regular or special members' meeting contains a statement that the proposed amended bylaws will be voted upon at the meeting and copies of such proposed amended bylaws are included with the notice, or copies are available upon request from the cooperative and a summary statement of the proposed amended bylaw or bylaws are included with the notice;

  (2)  A quorum is registered at the members' meeting as being present or represented by mail or alternative ballot if the mail or alternative ballot is authorized by the board; and

  (3)  The proposed amended bylaw or bylaws are approved by a majority vote cast at the meeting, except that if a cooperative's articles or bylaws require more than majority approval or other conditions for approval, the proposed amended bylaw or bylaws shall only be approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and any other such conditions for approval which are contained in the articles or bylaws have been satisfied.

  6.  (1)  Unless otherwise provided in the articles or bylaws, the board may adopt emergency bylaws, at any time, to be effective only in the event of an emergency as provided in subdivision (4) of this subsection.  The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the cooperative during the emergency, including:

  (a)  Procedures for calling a meeting of the board;

  (b)  Quorum requirements for the meeting; and

  (c)  Designation of additional or substitute directors.

  (2)  All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency.  The emergency bylaws shall not be effective after the emergency ends.

  (3)  Action taken in good faith in accordance with the emergency bylaws:

  (a)  Binds the cooperative; and

  (b)  Shall not be the basis for imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized action of the cooperative.

  (4)  An emergency exists for the purposes of this section, if a quorum of the directors cannot readily be obtained because of some catastrophic event.

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(L. 2011 S.B. 366)