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(a) Any cooperative organized under this subchapter, from time to time and as desired, may amend its articles of incorporation in any respect. However, only such provisions shall be inserted by amendment that could be lawfully and properly inserted in original articles of incorporation at the time of making the amendment.
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(b) Every amendment shall be made and effected in the manner following:
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(1) The board of directors of the cooperative shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and calling a meeting of the members entitled to vote for the consideration thereof at the meeting, of which notice shall be given in the manner provided in § 23-17-217;
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(2) If it appears that a majority of the members voting have voted at an annual meeting in favor of the amendment, the cooperative shall make under its corporate seal and the hand of its president or vice president and secretary or assistant secretary a verified certificate setting forth the amendment in full;
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(3) Duplicate originals of the certificate, so verified, shall be filed in the office of the Secretary of State, and one (1) of the duplicate originals bearing the filing by the Secretary of State shall be recorded in the office of the county clerk in the same manner as required in § 23-17-210 in regard to certified copies of original articles of incorporation; and
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(4) Upon the filing of the certificate with the Secretary of State, the charter of the cooperative shall be deemed to be amended accordingly.
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