35-2-233. Amendment terminating members or redeeming or canceling memberships.
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35-2-233 . Amendment terminating members or redeeming or canceling memberships.
(1)Any amendment to the articles or bylaws of a public benefit corporation or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter.
(2)Before adopting a resolution proposing an amendment described in subsection (1), the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(3)After adopting a resolution proposing an amendment described in subsection (1), the notice to members proposing the amendment must include one statement of up to 500 words opposing the proposed amendment if the statement is submitted by any five members or members having 3% or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations, the production, mailing, or electronic transaction costs must be paid by the corporation.
(4)Any amendment under this section must be approved by the members by two-thirds of the votes cast by each class.
(5)The provisions of 35-2-520 do not apply to any amendment that meets the requirements of this chapter.