TITLE XXVII CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
CHAPTER 301-A CONSUMERS' COOPERATIVE ASSOCIATIONS
Section 301-A:8
301-A:8 Amendment of Certificate. –
I. Amendments to the certificate of organization may be proposed by a 2/3 vote of the board of directors or by petition of 10 percent of the association's members. Notice of the meeting to consider the proposed amendment shall be sent by the secretary at least 30 days prior to such meeting to each member at his last known address, accompanied by the full text of the proposal and by that part of the certificate to be amended. Such amendment may be adopted by 2/3 of the members voting.
II. If the amendment is to alter the preferences of outstanding shares of any type or to authorize the issuance of shares having superior preferences to outstanding shares of any type, a vote of 2/3 of the members owning such outstanding shares to be affected shall also be required for adoption.
III. A vote of 2/3 of the entire membership shall be required when an amendment is proposed to alter the rule by which members' property rights in a nonshare association are determined.
IV. The amount of capital and the number and par value of shares may be diminished or increased by amendment of the certificate; provided, that capital shall not be diminished below the amount of paid capital existing at the time of amendment.
V. When an amendment is adopted by the members and verified by the president and secretary, it shall be subscribed to by the president, treasurer, and a majority of the directors and filed with the secretary of state.