§ 18-441-113. Effect of organic rules.

EFFECT OF ORGANIC RULES.

(a)  The relations between a limited cooperative association and its members are consensual.  Unless required, limited, or prohibited by the Uniform Limited Cooperative Association Act of 2009, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities.

(b)  The matters referred to in paragraphs (1) through (11) of this subsection may be varied only in the articles of organization. The articles may:

(1)  State a term of existence for the association under subsection (c) of Section 5 of this act;

(2)  Limit or eliminate the acceptance of new or additional members by the initial board of directors under subsection (b) of Section 31 of this act;

(3)  Vary the limitations on the obligations and liability of members for association obligations under Section 43 of this act;

(4)  Require a notice of an annual members meeting to state a purpose of the meeting under subsection (b) of Section 47 of this act;

(5)  Vary the board of directors meeting quorum under subsection (a) of Section 80 of this act;

(6)  Vary the matters the board of directors may consider in making a decision under Section 85 of this act;

(7)  Specify causes of dissolution under paragraph (1) of Section 103 of this act;

(8)  Delegate amendment of the bylaws to the board of directors pursuant to subsection (f) of Section 37 of this act;

(9)  Provide for member approval of asset dispositions under Section 130 of this act;

(10)  Subject to Section 85 of this act, provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to Section 83 of this act;

(11)  Provide for permitting or making obligatory indemnification under subsection (a) of Section 89 of this act; and

(12)  Provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.

(c)  The matters referred to in paragraphs (1) through (25) of this subsection may be varied only in the organic rules.  The organic rules may:

(1)  Require more information to be maintained under Section 14 of this act or provided to members under subsection (k) of Section 44 of this act;

(2)  Provide restrictions on transactions between a member and an association under Section 15 of this act;

(3)  Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under subsection (a) of Section 36 of this act;

(4)  Provide for the percentage vote required to amend the bylaws concerning the admission of new members under paragraph (5) of subsection (e) of Section 37 of this act;

(5)  Provide for terms and conditions to become a member under Section 41 of this act;

(6)  Restrict the manner of conducting members meetings under subsection (c) of Section 45 of this act and subsection (e) of Section 46 of this act;

(7)  Designate the presiding officer of members meetings under subsection (e) of Section 45 of this act and subsection (g) of Section 46 of this act;

(8)  Require a statement of purposes in the annual meeting notice under subsection (b) of Section 47 of this act;

(9)  Increase quorum requirements for members meetings under Section 49 of this act and board of directors meetings under Section 80 of this act;

(10)  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 50 through 56 of this act;

(11)  Authorize investor members and expand or restrict the transferability of members’ interests to the extent provided in Sections 58 through 60 of this act;

(12)  Provide for enforcement of a marketing contract under subsection (a) of Section 65 of this act;

(13)  Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with Sections 68 through 70, 72, 74, and 75 of this act;

(14)  Restrict the manner of conducting board meetings and taking action without a meeting under Sections 76 and 77 of this act;

(15)  Provide for frequency, location, notice and waivers of notice for board meetings under Sections 78 and 79 of this act;

(16)  Increase the percentage of votes necessary for board action under subsection (b) of Section 81 of this act;

(17)  Provide for the creation of committees of the board of directors and matters related to the committees in accordance with Section 82 of this act;

(18)  Provide for officers and their appointment, designation, and authority under Section 87 of this act;

(19)  Provide for forms and values of contributions under Section 91 of this act;

(20)  Provide for remedies for failure to make a contribution under subsection (b) of Section 92 of this act;

(21)  Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with Sections 93 through 96 of this act;

(22)  Specify when a member’s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under subsections (b) and (c) of Section 99 of this act;

(23)  Provide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under Section 101 of this act;

(24)  Increase the percentage of votes required for board of director approval of:

(A)a resolution to dissolve under paragraph (1) of subsection (a) of Section 106 of this act;

(B)a proposed amendment to the organic rules under paragraph (1) of subsection (a) of Section 34 of this act;

(C)a plan of conversion under subsection (a) of Section 136 of this act;

(D)a plan of merger under subsection (a) of Section 140 of this act; and

(E)a proposed disposition of assets under paragraph (1) of Section 132 of this act; and

(25)  Vary the percentage of votes required for members approval of:

(A)a resolution to dissolve under Section 106 of this act;

(B)an amendment to the organic rules under Section 37 of this act;

(C)a plan of conversion under Section 136 of this act;

(D)a plan of merger under Section 141 of this act; and

(E)a disposition of assets under Section 133 of this act.

(d)  The organic rules must address members’ contributions pursuant to Section 90 of this act.

Added by Laws 2009, c. 68, § 13, eff. Jan. 1, 2010.