§ 501. Members

§ 501. Members To begin business, a mutual benefit enterprise shall have at least two patron members unless the sole member is a cooperative. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 502. Becoming a member

§ 502. Becoming a member A person becomes a member: (1) as provided in the organic rules; (2) as the result of a merger or conversion under article 16 of this title; or (3) with the consent of all the members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 503. No power as member to bind enterprise

§ 503. No power as member to bind enterprise A member solely by reason of being a member may not act for or bind the mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 504. No liability as member for enterprise’s obligations

§ 504. No liability as member for enterprise’s obligations Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a mutual benefit enterprise is solely that of the enterprise and is not the debt, obligation, or liability of a member solely by reason of being a member. (Added 2011, No. 84 […]

§ 505. Right of member and former member to information

§ 505. Right of member and former member to information (a) Not later than 10 business days after receipt of a demand made in a record, a mutual benefit enterprise shall permit a member to obtain, inspect, and copy in the enterprise’s principal office required information listed in subdivisions 114(a)(1) through (8) of this title […]

§ 506. Annual meeting of members

§ 506. Annual meeting of members (a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (b) An annual members’ meeting may be held inside or outside this State at the place stated in the organic rules or selected […]

§ 507. Special meeting of members

§ 507. Special meeting of members (a) A special meeting of members may be called only: (1) as provided in the organic rules; (2) by a majority vote of the board of directors on a proposal stating the purpose of the meeting; (3) by demand in a record signed by members holding at least 20 […]

§ 508. Notice of members’ meeting

§ 508. Notice of members’ meeting (a) A mutual benefit enterprise shall notify each member of the time, date, and place of a members’ meeting at least 15 and not more than 60 days before the meeting. (b) Unless the articles of organization otherwise provide, notice of an annual members’ meeting need not include any […]

§ 509. Waiver of member’s meeting notice

§ 509. Waiver of member’s meeting notice (a) A member may waive notice of a members’ meeting before, during, or after the meeting. (b) A member’s participation in a members’ meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon […]

§ 510. Quorum of members

§ 510. Quorum of members Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members’ meeting constitute a quorum. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 511. Voting by patron members

§ 511. Voting by patron members Except as provided by subsection 512(a) of this title, each patron member has one vote. The organic rules may allocate voting power among patron members as provided in subsection 512(a) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 512. Determination of voting power of patron member

§ 512. Determination of voting power of patron member (a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following: (1) one member, one vote; (2) use or patronage; (3) equity; or (4) if a patron member is a cooperative, the number of its […]

§ 513. Voting by investor members

§ 513. Voting by investor members If the organic rules provide for investor members, each investor member has one vote unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes. (Added 2011, No. 84 (Adj. Sess.), § 1, […]

§ 514. Voting requirements for members

§ 514. Voting requirements for members If a mutual benefit enterprise has both patron and investor members, the following rules apply: (1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote. (2) Action on any matter is approved only upon the […]

§ 515. Manner of voting

§ 515. Manner of voting (a) Unless the organic rules otherwise provide, voting by a proxy at a members’ meeting is prohibited. This subsection does not prohibit delegate voting based on district or class. (b) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, […]

§ 516. Action without a meeting

§ 516. Action without a meeting (a) Unless the organic rules require that action be taken only at a members’ meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action. (b) Consent under […]

§ 517. Districts and delegates; classes of members

§ 517. Districts and delegates; classes of members (a) The organic rules may provide for the formation of geographic districts of patron members and: (1) for the conduct of patron member meetings by district and the election of directors at the meetings; or (2) that districts may elect district delegates to represent and vote for […]