272.141 Amendments to articles, how made -- Contents -- Filing.
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/ky/chapter-272/272-141A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Amendments to the articles of incorporation shall be made in the following manner:
The board shall by an affirmative vote of not less than two-thirds (2/3) of its
members, present and voting at any regular or special meeting, adopt a resolution
approving the proposed amendment and directing that the proposed amendment be
submitted to a vote of the association members at any annual or special meeting
duly called. Written or printed notice setting forth the proposed amendment, or a
summary of the changes to be effected thereby, shall be given to each member of
the association entitled to vote at any such meeting, within the time and in the
manner provided in KRS 272.161. The proposed amendment, or amendments, shall
be adopted by the affirmative vote of not less than a majority of the votes entitled to
be cast by the members present in person, or by proxy (if permitted by the bylaws),
and voting at any such meeting.
(2)Notwithstanding the provisions of subsection
(1)of this section, an amendment
whose only effect is to extend an association's period of duration may be adopted by
the affirmative vote of not less than two-thirds (2/3) of the directors present and
voting at any duly called board meeting, and shall become effective when signed
and acknowledged by the chairman, or other presiding officer, of the board and filed
and recorded pursuant to KRS 272.131.
(3)The articles of amendment shall set forth:
(a)The name of the association;
(b)The amendment adopted;
(c)A statement setting forth the date of the meeting of the board at which the
amendment or amendments were approved; that the meeting was duly called
and that a quorum was present; and that a resolution approving the proposed
amendment, or amendments, received an affirmative vote of not less than two-
thirds (2/3) of the members of the board present and voting at such meeting;
(d)A statement setting forth the date of the meeting of the members of the
association at which the amendment was adopted; that the meeting was duly
called and that a quorum was present; and that such amendment received an
affirmative vote of not less than a majority of the votes entitled to be cast by
members present in person, or by proxy (if permitted by the bylaws), and
voting at such meeting.
(4)For the recording of articles of incorporation or amendments thereto by the
Secretary of State and county clerk, and for the issuance of a certificate of
incorporation or certificate of amendment by the Secretary of State, an association
shall pay the same fees as are provided for such services in the statutes relating to
corporations generally.
(5)A copy of the articles of amendment indorsed by the Secretary of State with the fact
and time of recording in his office, shall be filed with the dean of the College of
Agriculture of the University of Kentucky, and with the Commissioner of the
Department of Agriculture.