(1) Bylaws shall be in a record and, if not stated in the articles, shall include:
A statement of the capital structure of the limited cooperative association, including:
The classes or other types of members' interests and relative rights, preferences, andrestrictions granted to or imposed upon each class or other type of member's interest; and
The rights to share in profits or distributions of the association;
A statement of the method for admission of members;
A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;
A statement that a member's interest is transferable, if it is to be transferable, and astatement of the conditions upon which it may be transferred;
A statement concerning the manner in which profits and losses are allocated anddistributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members; (f) A statement concerning:
Whether persons that are not members but conduct business with the association maybe permitted to share in allocations of profits and losses and receive distributions; and
The manner in which profits and losses are allocated and distributions are made withrespect to those persons; and
(g) A statement of the number and terms of directors or the method by which the number and terms are determined.
Subject to subsection (3) of this section and the articles, bylaws may contain anyother provision for managing and regulating the affairs of the association.
The matters referred to in this subsection (3) may be varied only in the bylaws, in thearticles, or in the bylaws and the articles. The bylaws may:
Require more information to be maintained under section 7-58-112 or provided tomembers under section 7-58-505 (11);
Provide restrictions on transactions between a member and an association under section 7-58-113;
Provide for the percentage and manner of voting on amendments to the articles andbylaws by district, class, or voting group under section 7-58-404 (1);
Provide for the percentage vote required to amend the bylaws concerning the admission of new members under section 7-58-405 (5)(e);
Provide for terms and conditions to become a member under section 7-58-502;
Restrict the manner of conducting members meetings under sections 7-58-506 (3) and7-58-507 (5);
Designate the presiding officer of members meetings under sections 7-58-506 (5) and7-58-507 (7);
Require a statement of purposes in the annual meeting notice under section 7-58-508
(2);
Increase quorum requirements for members meetings under section 7-58-510 and board of directors meetings under section 7-58-815;
Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by sections 758-511 to 7-58-517;
Authorize investor members and expand or restrict the transferability of members'interests to the extent provided in sections 7-58-602 to 7-58-604;
Provide for enforcement of a marketing contract under section 7-58-704 (1);
Provide for qualification, election, terms, removal, filling vacancies, and memberapproval for compensation of directors in accordance with sections 7-58-803 to 7-58-805, 7-58807, 7-58-809, and 7-58-810;
Restrict the manner of conducting board meetings and taking action without a meeting under sections 7-58-811 and 7-58-812;
Provide for frequency, location, notice, and waivers of notice for board meetingsunder sections 7-58-813 and 7-58-814;
Increase the percentage of votes necessary for board action under section 7-58-816
(2);
Provide for the creation of committees of the board of directors and matters related tothe committees in accordance with section 7-58-817;
Provide for officers and their appointment, designation, and authority under section
7-58-822;
Provide for forms and values of contributions under section 7-58-1002;
Provide for remedies for failure to make a contribution under section 7-58-1003;
Provide for the allocation of profits and losses of the association, distributions, andthe redemption or repurchase of distributed property other than money in accordance with sections 7-58-1004 to 7-58-1007;
Specify when a member's dissociation is wrongful and the liability incurred by thedissociating member for damage to the association under section 7-58-1101 (2) and (3);
Provide the personal representative, or other legal representative of, a deceased member or a member adjudged incompetent with additional rights under section 7-58-1103; (x) Increase the percentage of votes required for board of director approval of:
A resolution to dissolve under section 7-58-1205;
A proposed amendment to the articles or bylaws under section 7-58-402 (1)(a);
A plan of conversion under section 7-58-1603 (1);
A plan of merger under section 7-58-1607 (1); and
A proposed disposition of assets under section 7-58-1503 (1); and(y) Vary the percentage of votes required for members' approval of:
A resolution to dissolve under section 7-58-1205;
An amendment to the bylaws under section 7-58-405;
A plan of conversion under section 7-58-1603;(IV) A plan of merger under section 7-58-1608; and (V) A disposition of assets under section 7-58-1504.
(4) In addition to amendments permitted under part 4 of this article, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 771, § 1, effective April 2, 2012.