HARRY HUGHES, Governor

3487

(2) WHERE ELECTION OF DELEGATES HAS BEEN PROVIDED FOR
IN THE BYLAWS, UNLESS OTHERWISE STATED IN THE BYLAWS, A REFERENCE
IN THE BYLAWS TO MEMBERS WILL BE CONSIDERED TO BE A REFERENCE TO
DELEGATES.

5-5A-21.

(A)  (1) AMENDMENTS TO THE ARTICLES OF INCORPORATION MAY BE
PROPOSED BY A TWO-THIRDS VOTE OF THE BOARD OF DIRECTORS OR, BY
ONE-THIRD OF THE DELEGATES PRESENT AND VOTING, OR BY PETITION    OF
10 PERCENT OF THE COOPERATIVE'S MEMBERS.

(2)  NOTICE OF THE MEETING TO CONSIDER AMENDMENTS
SHALL BE SENT BY THE SECRETARY AT LEAST 30 DAYS BEFORE THE
MEETING TO EACH MEMBER AT THE MEMBER'S LAST KNOWN ADDRESS,
ACCOMPANIED BY THE FULL TEXT OF THE PROPOSAL AND BY THAT PART OF
THE ARTICLES TO BE AMENDED.

(3)  TWO-THIRDS OF THE MEMBERS VOTING MAY ADOPT THAT
AMENDMENT. THE POWER TO AMEND THE ARTICLES OF INCORPORATION IS
RESERVED TO THE MEMBERS.

(B)  BYLAWS SHALL BE ADOPTED, AMENDED OR REPEALED BY AT
LEAST A MAJORITY VOTE OF THE MEMBERS VOTING. IF THE COOPERATIVE
HAS ADOPTED A DELEGATE SYSTEM, THE BYLAWS MAY BE AMENDED BY
TWO-THIRDS OF THOSE DELEGATES ENTITLED TO VOTE PRESENT AND
VOTING.

5-5A-22.

(A) AT LEAST ANNUALLY THE DIRECTORS OF THE COOPERATIVE, AS
THE ARTICLES OF INCORPORATION OR BYLAWS MAY PROVIDE, SHALL
APPORTION THE NET SAVINGS OF THE COOPERATIVE IN THE FOLLOWING
ORDER:

(1)  AN ADEQUATE PORTION OF THE NET SAVINGS MAY BE
PLACED IN A RESERVE FUND, AS SPECIFIED IN THE BYLAWS.

(2)  A RETURN TO ON STOCK AND MEMBERSHIP CAPITAL MAY
BE PAID, NOT TO EXCEED THE ALLOWABLE ANNUAL RETURN AS SPECIFIED
IN THE ARTICLES OF INCORPORATION OR BYLAWS.

(3)  THE REMAINDER MAY BE:

(I)  ALLOCATED AS PATRONAGE REFUND SAVINGS

RETURN TO MEMBERS, PATRONS, OR SUBSCRIBERS, IN PROPORTION TO
THEIR INDIVIDUAL PATRONAGE;

(II)  ALLOCATED TO INDIVIDUAL MEMBERS' EQUITY
ACCOUNTS;

(III)  ACCUMULATED IN THE COOPERATIVE'S GENERAL
FUND AS UNALLOCATED MEMBER EQUITY; OR

(IV)  DISTRIBUTED IN SOME PROPORTION OF
SUBPARAGRAPHS (I), (II), AND (III) OF THIS PARAGRAPH.