{"data":{"id":"us-ky/krs-272a.4-050","jurisdiction":"us-ky","citation":"KRS 272A.4-050","heading":"Approval of amendment.","body":"(1) Subject to KRS 272A.4 -040 and subsections (3) and (4) of this section, an\namendment to the articles of association shall be approved by:\n(a) At least two-thirds (2/3) of the voting power of members present at a members\nmeeting called under KRS 272A.4-020; and\n(b) If the limited cooperative association has investor members, at least a majority\nof the votes cast by patron members, unless the organic rules require a greater\npercentage vote by patron members.\n(2) Subject to KRS 272A.4 -040 and subsections (3) to  (6) of this section, an\namendment to the bylaws shall be approved by:\n(a) At least a majority vote of the voting power of all members present at a\nmembers meeting called under KRS 272A.4 -020, unless the organic rules\nrequire a greater percentage; and\n(b) If the limited cooperative association has investor members, a majority of the\nvotes cast by patron members, unless the organic rules require a larger\naffirmative vote by patron members.\n(3) The organic rules may require that the percentage of votes under subsection (1)(a)\nor (2)(a) of this section be:\n(a) A different percentage that is not less than a majority of members voting at the\nmeeting;\n(b) Measured against the voting power of all members; or\n(c) A combination of paragraphs (a) and (b) of this subsection.\n(4) Consent in a record by a member shall be delivered to a limited cooperative\nassociation before delivery of an amendment to the articles of association or\nrestated articles of association for filing pursuant to KRS 272A.4 -070, if as a result\nof the amendment the member will have:\n(a) Personal liability for an obligation of the association; or\n(b) An obligation or liability for an additional contribution.\n(5) The vote required to amend bylaws shall satisfy the requirements of subsection (1)\nof this section if the proposed amendment modifies:\n(a) The equity capital structure of the limited cooperative association, including\nthe rights of the association's members to share in profits or distributio ns, or\nthe relative rights, preferences, and restrictions granted to or imposed upon\none (1) or more districts, classes, or voting groups of similarly situated\nmembers;\n(b) The transferability of a member's interest;\n(c) The manner or method of allocation of profits or losses among members;\n(d) The quorum for a meeting and the rights of voting and governance; or\n(e) Unless otherwise provided in the organic rules, the terms for admission of\nnew members.\n(6) Except for the matters described in subsection (5) of this section, the articles of\nassociation may delegate amendment of all or a part of the bylaws to the board of\ndirectors without requiring member approval.\n(7) If the articles of association delegate amendment of bylaws to the board of directors,\nthe board shall provide a description of any amendment of the bylaws made by the\nboard to the members in a record not later than thirty (30) days after the\namendment, but the description may be provided at the next annual members\nmeeting if the meeting is held within the thirty (30) day period.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=41003","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:22Z","sha256":"b1ec454512b64a27416b25dd6d26c41b5083dff6f6d9b9637fc7269b74efecbc","source_id":"us-ky","stale":false,"prev":"us-ky/krs-272a.4-040","next":"us-ky/krs-272a.4-060"},"notice":"GroundRules: Original legal text. Not legal advice."}