(1) The board of directors may restate the articles at any time with or without action by the members. If the limited cooperative association does not have both members and directors, its organizers may restate the articles at any time.
The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval of the members, it must be approved in the same manner as an amendment to the articles under section 7-58-405 (1).
If the board of directors submits a restatement for action by the members, the boardshall call a meeting of members and mail or otherwise transmit or deliver in a record the information and give notice of the meeting in accordance with section 7-58-402 (2) to each member entitled to vote on the restatement. The copy of the restatement provided to members must identify any amendment or other change the restatement would make in the articles.
A limited cooperative association restating its articles shall deliver to the secretary ofstate, for filing pursuant to part 3 of article 90 of this title, articles of restatement stating:
The domestic entity name of the association;
The text of the restated articles; and
If the restatement was adopted by the board of directors or organizers without member action, a statement to that effect and that member action was not required.
(5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles supersede the original articles and all prior amendments to them.
Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 777, § 1, effective April 2, 2012.